US20170011313A1

US20170011313A1 - Systems and methods for determining contract clauses

Info

Publication number: US20170011313A1
Application number: US14/791,809
Authority: US
Inventors: Oliver Pochert; Timothy Hetzler
Original assignee: Boeing Co
Current assignee: Boeing Co
Priority date: 2015-07-06
Filing date: 2015-07-06
Publication date: 2017-01-12

Abstract

A contract tool can determine the list of candidate contract clauses based on input from a user. The contract tool can determine the list of candidate contract clauses based on a multipart narrowing process. Once a contract is identified, the contract tool can retrieve any contract clauses that are relevant to the contract. In the next stage of the multipart narrowing, the contract tool can to determine the candidate contract clauses, from the retrieved contract clauses, based on conditions that define the applicability of a contract clause to the sub-contract or purchase order. The list of candidate contract clauses can be provided to the user.

Description

BACKGROUND

When dealing in procurement, for example governmental procurement, there are certain requirements imposed upon a company to prove all players in the supply chain are doing their due diligence. Part of the due diligence, when contracting with a company, is to provide a list of clauses the company must adhere to during the life of the contract. In turn, the company, contracting with the government, is required to flow certain clauses from the governmental contract to subcontractors and suppliers. For example, when a purchasing agent (PA) creates a purchase order (PO), the PA needs to determine which clauses, from the subject contract, need to be sent to the supplier with the PO. When dealing with multiple contracts from the government, there will be a unique set of contract clauses for each contract.
This causes several issues in the procurement process. First, there are about a thousand Federal Acquisition Regulations (FAR) and Defense Federal Acquisition Regulations (DFAR) clauses the government may use when contracting with a company. Due to the amount of contract clauses, employees of the company cannot easily remember or understand the numerous clauses. Second, the FAR and DFAR are constantly changing, thereby making it difficult to track changes in the requirements. Third, each clause is applicable only under certain circumstances. To comply with governmental requirements, only the applicable clauses need to be flowed to the supplier or sub-contractor. Thus, there is a need for systems and methods that efficiently and accurately determine contract clauses for sub-contracts and purchases orders tied to contracts, for example, governmental contracts.

SUMMARY

Aspects of the present disclosure concern a method that includes determining, based on a first set of data identifying a governmental contract, a plurality of contract clauses that are applicable to the governmental contract. The first set of data is received from a user. The method also includes receiving, from the user, a second set of data identifying parameters of at least one of a sub-contract and purchase order under the governmental contract. The second set of data comprises one or more of a purchase order number, a value of the sub-contract, and a supplier name for the purchase order. Further, the method includes determining, based on the second set of data, a first set of contract clauses from the plurality of the contract clauses that are applicable to the at least one of a sub-contract and purchase order. Additionally, the method includes determining, by one or more processors based on the first set of contract clauses, one or more questions for the user. The one or more questions determine an applicability of one or more contract clauses in the first set of contract clauses. The method also includes determining, based on answers to the one or more questions, a list of contract clauses from the first set of contract clauses, and providing, to the user, the list of contract clauses for the at least one of a sub-contract and purchase order.
Additionally, aspects of the present disclosure concern a system that includes one or more memory devices storing instructions, and one or more processors coupled to the one or more memory device. The one or more processors can be configured to execute the instructions to perform a method. The method includes determining, based on a first set of data identifying a contract, a plurality of contract clauses that are applicable to the contract. The first set of data can be received from a user. The method also includes prompting the user to provide a second set of data identifying parameters of at least one of a sub-contract and purchase order under the contract. Further, the method includes determining, based on the second set of data, a first set of contract clauses from the plurality of the contract clauses that are applicable to the at least one of a sub-contract and purchase order. Additionally, the method includes prompting the user to provide answers to one or more questions. The one or more questions can determine an applicability of one or more contract clauses in the first set of contract clauses. The method also includes determining, based on the answers to the one or more questions, a list of contract clauses from the first set of contract clauses, and providing, to the user, the list of contract clauses for the at least one of a sub-contract and purchase order.
Additionally, aspects of the present disclosure concern a non-transitory computer readable medium storing instructions that cause one or more processor to perform a method. The method that includes determining, based on a first set of data identifying a contract, a plurality of contract clauses that are applicable to the contract. The first set of data can be received from a user. The method also includes receiving, from the user, a second set of data identifying parameters of at least one of a sub-contract and purchase order under the contract. Further, the method includes determining, based on the second set of data, a first set of contract clauses from the plurality of the contract clauses that are applicable to the at least one of a sub-contract and purchase order. Additional, the method includes determining, by one or more processors based on the first set of contract clauses, one or more questions for the user. The one or more questions can determine an applicability of one or more contract clauses in the first set of contract clauses. The method also includes determining, based on answers to the one or more questions, a list of contract clauses from the first set of contract clauses, and providing, to the user, the list of contract clauses for the at least one of a sub-contract and purchase order.

BRIEF DESCRIPTION OF THE FIGURES

FIG. 1 illustrates an example of a network environment and computer system that includes a contract tool, according to various aspects of the present disclosure.

FIGS. 2A and 2B illustrate an example of a process of determining contract clauses, according to various aspects of the present disclosure.

FIGS. 3A-3F illustrates examples of forms provided by the contract tool, according to various aspects of the present disclosure.

FIG. 4 illustrates an example of a process of tracking deadline, according to various aspects of the present disclosure.

FIG. 5 illustrates an example of a process of assessing and mitigating risk, according to various aspects of the present disclosure.

FIG. 6 illustrates an example of a process of updating the contract tool, according to various aspects of the present disclosure.

FIG. 7 illustrates an example of a hardware configuration for a computer device, according to various aspects of the present disclosure.

DETAILED DESCRIPTION

For simplicity and illustrative purposes, the principles of the present teachings are described by referring mainly to examples of various implementations thereof. However, one of ordinary skill in the art would readily recognize that the same principles are equally applicable to, and can be implemented in, all types of information and systems, and that any such variations do not depart from the true spirit and scope of the present teachings. Moreover, in the following detailed description, references are made to the accompanying figures, which illustrate specific examples of various implementations. Logical and structural changes can be made to the examples of the various implementations without departing from the spirit and scope of the present teachings. The following detailed description is, therefore, not to be taken in a limiting sense and the scope of the present teachings is defined by the appended claims and their equivalents.
According to aspects of the present disclosure, a contract tool can determine and recommend candidate contract clauses for a sub-contract and/or purchase order for a prime contract, for example, a governmental contract. The candidate contract clauses can include those contract clauses that are relevant and required for a specific sub-contract and/or purchase order. The contract tool can communicate with a repository storing clauses associated with a prime contract. Once a prime contract is selected, the contract tool can retrieve the contract clauses applicable to the prime contract. To determine the relevant and required clauses, the contract tool can receive, from a user, data that represents parameters of the sub-contract and/or purchase order, for example, the value of the sub-contract and/or purchase order, identity of the sub-contract and/or purchase order, supplier associated with the sub-contract and/or purchase order, etc. The contract tool can determine a sub-set of contract clauses, from the retrieved clauses, that are relevant to the parameters supplied by the user. To further focus the candidate contract clauses, the contract tool can maintain a bank questions that determine the relevance of certain clauses. The contract tool can determine a final list of candidate clauses by applying the answers to the questions to further narrow the contract clauses.
Additionally, the contract tool can automatically generate the bank of questions based on current versions of known contract clauses. When contract clauses are updated by the contracting agency, for example the federal government, the contract tool can retrieve the updates to the contract clauses, and revise bank of questions or generate new questions.
By narrowing the possible contract clauses through a multi-stage process, the contract tool can determine and provide only those contract clauses that are relevant to a purchase order or sub-contract. By reducing the user interaction to only providing data about the contract and answering simple questions, a user can easily identify the appropriate contract clauses without learning the specifics of each clause. Additionally, because the contract tool automatically updates based on changes to the contract clauses, the contract tool can accurately provide the relevant contract clauses as governmental regulations change over time.
FIG. 1 illustrates a network environment 100 in which contracts clauses can be automatically determined, according to aspects of the present disclosure. While FIG. 1 illustrates various components contained in the network environment 100, FIG. 1 illustrates one example of a network environment and additional components can be added and existing components can be removed.
As illustrated in FIG. 1, the network environment 100 includes a computer system 102. The network environment 100 can represent the computer systems and network hardware of public or private entities, such as governmental agencies, individuals, businesses, partnerships, companies, corporations, etc., utilized to support the entities. The computer system 102 can be any type of conventional computer systems that is operating in the network environment 100 or supporting the network environment 100. For example, the computer system 102 can include various types of servers, such as file servers, web servers, application servers, database servers, email servers and the like, that provide services within the network environment 100. Likewise, for example, the computer system 102 can include laptop computers, desktop computers, tablet computers, mobile phones, and the like used by the personnel of the entities.
Additionally, for example, the network environment 100 can include other hardware and computer systems that support the network environment 100. For example, the network environment 100 can include gateways, routers, wireless access points, firewalls, and the like that support any type of communications networks to allow the computing systems in the network environment 100 to communicate. In any of the examples, the computer systems, including the computer system 102, in the network environment 100 can include hardware resources, such as processors, memory, network hardware, storage devices, and the like, and software resources, such as operating systems (OS), application programs, and the like.
According to aspects of the present disclosure, the computer system 102 can be configured to execute a contract tool 104. The contract tool 104 can be configured to automatically determine a list of candidate contract clauses to be included in a contract, purchase order, and the like. In some aspects, the contract tool 104 can be configured to determine a list of candidate contract clauses to be included in a sub-contract and/or a purchase order (POs) for a suppler providing services or goods to a prime contract, for example, a governmental contract. The contract tool 104 can be configured as a software program that is capable of being stored on and executed by the computer system 102. The contract tool 104 can be written in a variety of programming languages, such as JAVA, C++, Python code, Visual Basic, hypertext markup language (HTML), extensible markup language (XML), and the like to accommodate a variety of operating systems, computing system architectures, etc.
The contract tool 104 can be configured to automatically determine the list of candidate contract clauses based on input from a user 106. To receive input and output results to the user 106, the contract tool 104 can be configured to generate and provide a user interface 108. The user interface 108 can be any type of command line and/or graphical user interface (GUI) that allows the user 106 to interact with the contract tool 104. The contract tool 104 can be configured to provide, via the user interface 108, controls, forms, reports, etc., to allow the user 106 to interact with the contract tool 104 and perform the processes described herein.
In aspect, the contract tool 104 can be configured to determine the list of candidate contract clauses based on a multipart narrowing process. To begin the process of determining the list of candidate contract clauses, the contract tool 104 can be configured to receive, from the user 106, an identification of a contract. For example, the identification of the contract can include a contract number. Once the contract is identified, the contract tool 104 can be configured retrieve any contract clauses that are relevant to the contract.
In aspects, the contract tool 104 can be configured to retrieve, via a network 112, the contract clauses from a clause repository 114. The network 112 can be any type of network whether public or private. The clause repository 114 can be any type of computer system that stores information about contracts. In some aspect, for example, the clause repository 114 can include a governmental contracting site such as Federal Acquisition Regulation Site (FARSite, http://farsite.hill.af.mil/). While the FARSite is one example, the contract tool 104 can be configured to communicate with any repository that contains contract clauses. While the contract tool 104 can communicate with the clause repository 114, in some aspects, the contract tool 104 can be configured to store one or more of the contract clauses locally once retrieved from the clause repository 114.
In aspects, in the next stage of the multipart narrowing, the contract tool 104 can be configured to determine the candidate contract clauses, from the retrieved contract clauses, based on conditions that define the applicability of a contract clause to the sub-contract and/or PO. Many contract clauses include one or more conditions that must be satisfied before the contract clause applies to the sub-contract and/or PO. For example, a contract clause may only be applicable to specific suppliers or entities, to particular sub-contracts and/or POs, and to particular values of the sub-contract and/or PO. Additionally, many contract clauses may only be applicable in specific circumstances. For example, if an item being purchase contains specialty metals, certain contract clauses may need to be flowed to the supplier.
In aspects, to determine the candidate contract clauses, the contract tool 104 can be configured to maintain one or more rules 110. The rules 110 can include one or more conditions that define the applicability of a particular contract clause. In some aspects, the conditions can be associated with parameters of the sub-contract and/or PO. For example, the parameters can include data identifying specific suppliers or entities (e.g. suppler name), data identifying particular sub-contracts and/or POs (e.g. PO or sub-contract number), and data identifying particular values of the sub-contract and/or PO (e.g. dollar value). In some aspects, the conditions can be associated with questions that can be answered by the user 106. For example, the contract tool 104 can be configured to determine and present questions to the user 106 that determine whether the condition is satisfied. In some aspects, the questions can be in the form of “Yes” or “No” questions.
For example, in governmental contracting, the contract clauses that are applicable to a sub-contract or a PO associated with a prime contract are based on the specific contract, the value of the contract (in dollars), the supplier who is the subject of the PO, details of the supplier, conditions of the performance of the contract, and the like. The contract tool 104 can be configured to maintain rules 110 that govern the determination of the list of candidate contract clauses. Tables 1, 2, and 3, located at the end of this disclosure, show examples of the rules 110 that can be utilized by the contract tool 104.
For example, Table 1 illustrates a complete list of contract clauses for governmental contracting and conditions that define when the FAR contract clauses are applicable. As shown in Table 1, column 1 includes the contract clause number. Column 2 includes the text of the contract clause. Column 3 includes a condition when the contract clause is applicable, for example, a question that defines the applicability of the contract clause, a specific value threshold, or if the contract clause is always applicable. Table 2 shows examples of FAR contract clauses that are applicable based on the value of the contract. Column 1 includes the contract clause number. Column 2 includes the text of the contract clause. Column 3 includes the value threshold (in dollars) when the associated contract clause because applicable. Table 3 illustrates a bank of questions and the applicable contract clauses. As illustrated, Column 1 can include the question numbers. Column 2 can include the text of the question to present to the user 106. Column 3 can include the clause that is applicable if the question is answered “Yes.”
In aspects, the contract tool 104 can generate the rules 110 from the contract clauses. The contract tool 104 can parse the language to the contract clauses in order to determine the rules for applicability of the contract clauses and the questions for the user 106. The contract tool 104 can maintain a dictionary 115 of terms to search for in each parsed clause. The dictionary 115 can include terms such as dollar signs ($), keywords, conditional phrases, explicit applicability sections in the clause, etc. Once the contract tool 104 identifies terms or phrases, the contract tool 104 can generate the rules for applicability of the contract clauses and the questions for the user 106.
The contract tool 104 can also be configured to communicate with repositories 116 via the network 112. The repositories 116 can store other information that can be used by the contract tool 104 during the processes described below. For example, the repositories can store additional data specific to the suppler, prime contractor, sub-contractor, etc.
The contract tool 104 can also be configured to assess the risk of contract clauses and suggests terms and conditions to mitigate the risk of the contract clauses. The contract tool 104 can be configured to examine each contract clause and determine a risk associated with each contract clause. The contract tool 104 can maintain the risk record 118 that maps contract clauses to a base risk score. The risk record 118 can be pre-generated by the user 106 of the contract tool 104. The contract tool 104 can be configured to generate the risk record 118. For example, the contract tool 104 can parse contract clauses and search for words to denote risk. The terms can include, example, “terminate” “liable” “inspect” etc. that indicate a high risk. If a term exists, the contract tool 104 can increase the base score by a predetermined value that corresponds to the term in the contract clause. For example, if a contract clause includes a term “liable,” the contract tool 104 can determine to increase the base risk score by a predetermined value of “30.”
FIG. 2 illustrates one example of a process 200 for determining contract clauses, according to aspects of the present disclosure. While FIG. 2 illustrates various stages that can be performed, stages can be removed and additional stages can be added. Likewise, the order of the illustrated stages can be performed in any order.
After the process begins, in 202, the contract tool can be initiated. For example, the user 106 can initiate execution of the contract tool 104 on the computer system 102. Once initiated, the contract tool 104 can provide the user interface 108 to the user 106. The user interface 108 can allow the user 106 to enter details of the contract in order to determine candidate contract clauses that are relevant to a sub-contract and/or PO.
In 204, the contract tool can receive data that identifies a contract. For example, the contract tool 104 can provide, via the user interface 108, a form that allows the user 106 to enter the data that identifies the contract. In some aspects, the contract tool 104 can retrieve the data that identifies the contract from the repositories 116. For example, the user 106 can enter the contract number of the contract, which is the subject of a sub-contract and/or PO.
FIG. 3A illustrates one example of a form 302 to receive the data that identifies the contract. As illustrated in FIG. 3A, the form 302 can include a field 304 that allow the user 106 to enter a contract number. In some aspects, the field 304 can be configured as a drop-down menu that allows the user 106 to select a known contract number. In some aspects, the field 304 can be a fillable field that allows user 106 to enter a contract number. Once the contract number is selected, the user 106 can select a widget 306 to begin the process of determining candidate clauses. The widget 306 can be a button, as illustrated, or any other type of widget that can be selected by the user 106.
In 205, the contract tool can determine a version of the contract clauses to use. Contract clauses may be updated and changed over time. The appropriate contract clauses to use may depend on then the contract was executed. The contract tool 104 can determine the version of the contract clauses to use based on the contract number or from information contained in the repositories 116.
In 206, the contract tool can determine candidate contract clauses that are applicable based on the data identifying the contract. For example, the contract tool 104 can contract the clause repository 114. Based on the contract number, the contract tool 104 can retrieve any contract clauses that are applicable to the contract number. For instance, the contract tool 104 can connect with a public repository such as Federal Acquisition Regulation Site (FARSite, http://farsite.hill.af.mil/) via the Internet and retrieve clauses associated with the contract number.
In some aspects, the contract tool 104 can further filter the candidate contract clauses based on details of parties of the contract, the sub-contract and/or PO. For example, the contract tool 104 can determine details of the supplier such as specific industry, size of business (e.g. small business), and other factors (minority owned, veteran owned), location, etc. The contract tool 104 can further filter the clauses based on the details of the supplier. The details of parties of the contract, the sub-contract and/or PO can be provided by the user 106. The contract tool 104 can also retrieve the details from the repositories 116.
In 208, the contract tool can receive data that represents parameters of the sub-contract and/or PO. For example, the contract tool 104 can provide, via the user interface 108, a form that allows the user 106 to enter the data that represents the parameters of the sub-contract and/or PO. For example, the user 106 can enter data such as an identification of the supplier, the value of the contract, sub-contract and/or PO, and the number of the PO.
FIG. 3B illustrates one example of a form 308 for entering the data that represents the parameters of the sub-contract and/or PO. As illustrated, the form 308 can include fields 310, 312, and 314 for entering the value of the sub-contract and/or PO, the PO number, and the supplier subject to the PO, respectively. The form 308 can also include a widget 316. The form 308 can submit the data entered to the contract tool 104 once the widget 316 is selected. In some aspects, the contract tool 104 can obtain one or more of the parameters from the repositories 116.
In 210, the contract tool can determine a set of candidate contract clauses, from retrieved candidate contract clauses, that are applicable based on the parameters. For example, the contract tool 104 can compare the parameters to the rules 110. Based on the comparison, the contract tool 104 can determine a set of candidate contract clauses in which the parameters satisfy conditions of the rules 110.
For instance, in the governmental contracting example, the contract tool 104 can retrieve the Tables 1 and 2, described herein, from the rules 110. The contract tool 104 can compare the data entered by the user 106 to determine which clauses meet the conditions of the Tables 1 and 2 based on the data entered by the user 106. For example, the contract tool 104 can search the Table 1 and determine any clauses that are applicable to any sub-contract and/or PO. Likewise, for example, the contract tool 104 can search the Table 2 and determine any clauses that are applicable based on the value of the contract entered by the user 106. As seen in the Table 2, only certain clauses are applicable if the sub-contract and/or PO is above a given dollar amount. The contract tool 104 can select the clauses that are applicable based on the value of the sub-contract and/or PO entered by the user 106.
In some aspects, the rules 110 can be generated prior to initiation of the contract tool 104. In some aspects, the contract tool 104 can generate the rules 110 in real time as the contract tool 104 is performing the processes described in FIGS. 2A and 2B.
In 212, the contract tool can determine questions to ask user to further narrow the set of candidate contract clauses and provide the questions to the user. For example, the contract tool 104 can maintain, in the rules 110, a set of questions to that determine the applicability of contract clauses. The contract tool 104 can provide, via the user interface 108, one or more forms that allow the user 106 to answer the questions.
For instance, in the governmental contracting example, the contract tool 104 can retrieve the Table 3, described herein, from the rules 110. The contract tool 104 can retrieve one or more of the questions for inclusion in the form provided to the user 106. In some aspects, the contract tool 104 can retrieve all the questions for the user 106 to answer. In some aspects, the contract tool can retrieve only the questions relevant to clauses still in the set of candidate contract clauses. For example, the contract tool 104 can examine Column 3 to determine if any of the contract clauses are not included in the set of candidate clauses and not retrieve the associated questions.
In some aspects, the rules 110 can be generated prior to initiation of the contract tool 104. In some aspects, the contract tool 104 can generate the rules 110 in real time as the contract tool 104 is performing the processes described in FIGS. 2A and 2B.
FIG. 3C illustrates an example of a form 320 for providing the questions to the user 106. As illustrated, the form 320 can include an entry for each question to be provided to the user 106. Each entry includes widgets 322. The widgets 322 allow the user 106 to provide the appropriate answer to the question. The form 320 also includes widgets 324 for submitting the answers to the questions to the contract tool 104. The contract tool 104 can provide multiple version of form 320 to cover all the questions to be presented to the user 106.
FIG. 3D illustrates another example of a form 320 in which one or more of the questions have been answered by previous determinations made by the contract tool 104. For example, based on the contract number or parameters entered, the contract tool 104 can determine that the answer to a particular question. As illustrated, the contract tool 104 can include the answered question and can include a field 326 that indicates the answer that was previously determined.
FIG. 3E illustrates another example of a form 320 in which one or more of the questions are excluded that are not applicable. As illustrated, the contract tool 104 can remove one or more questions that cover contract clauses that are no longer in the set of candidate contract clauses (compared to form 320 illustrated in FIG. 3C).
In 214, the contract tool can receive answers and can compare the answers to one or more rules for the contract clauses. For example, the contract tool 104 can receive the answers from the one or more forms provided to the user 106. The contract tool 104 can then compare the answers to the conditions in the rules 110.
For instance, in the governmental contracting example, the contract tool 104 can identify the questions numbers, which were answered “yes.” The contract tool 104 can examine Table 3 and determine which contract clauses are associated with “yes.” The contract tool 104 can determine to include the contract clauses that are associated with questions answered “yes” and exclude the contract clauses associated with questions answered “no.”
In 216, the contract tool can determine the list of candidate contract clauses from set of candidate contract clauses based on the answers from the user. For example, the contract tool 104 can determine the list of candidate contract clauses are the contract clauses remaining after the narrowing process in stages 206-214.
In 217, the contract tool can modify one or more of the candidate contract clause. For example, the contract tool 104 can parse one or more of the candidate clauses to determine whether any of the contract clauses can or need to be modified for a specific sub-contract/PO. The contract tool 104 can parse the clauses to identify language that needs to be completed or generic language that needs to be tailored to a specific sub-contract/PO. Additionally, the contract tool 104 can modify contract clauses based details of a specific supplier, sub-contractor, etc.
In 218, the contract tool can provide list of candidate contract clauses to the user. For example, the contract tool 104 can provide, via the user interface 108, one or more reports that include the list of candidate contract clauses. The one or more reports can also include additional information such as the contract number, legal statements, and one or more of the parameters entered by the user 106.
FIG. 3F illustrates one example of a report 328 that can provide the list of candidate contract clauses. As illustrated in FIG. 3F, the report 328 can include the name of the supplier and the PO number. The contract tool 104 can utilize the information provided by the user 106 as the name of the supplier and the PO number. The report 328 can also include various legal statements 332. The contract tool 104 can maintain a repository of legal statements to include in the report 328. The report 328 can also include the list 334 of list of candidate contract clauses.
In 220, the contract tool can determine if the user desires to revise list of candidate clauses or determine a list of candidate clauses. If the user 106 desires to continue, the contract tool 104 can return to stage 204. Otherwise, the contract tool 104 can end the process or return to any point.
According to aspects, the contract tool 104 can be configured to perform other processes related to sub-contract and/or PO and the list of candidate clauses. FIG. 4 illustrates one example of a process 400 for identifying and tracking deadlines or delivery dates in the list of candidate clauses, according to aspect of the present disclosure. While FIG. 4 illustrates various stages that can be performed, stages can be removed and additional stages can be added. Likewise, the order of the illustrated stages can be performed in any order.
Once the process begins, in 402, the contract tool can determine deadlines or delivery timeframes in contract clauses in the list of candidate clauses. The contract tool 104 can be configured to parse the contract clauses in the list of candidate clauses and search for terms that indicate deadlines. For example, the terms can include “delivery,” “days,” “months,” “date,” etc.
In 404, the contract tool can determine an expected date from the deadline or delivery timeframes and a start date of the sub-contract and/or PO. The contract tool 104 can determine a start date on which the sub-contract and/or PO begins or expected to begin. Based on the start date, the contract tool 104 can calculate an expected date for the contract clauses. The contract tool 104 can receive the expected start date from the user 106 or retrieve the expected start date from the repositories 116.
For example, the contract tool 104 can parse a particular contract clause and determine that the particular contract clause includes delivery of a component within “30 days.” The contract tool 104 can determine that the sub-contract and/or PO has a start date of Jun. 1, 2015. Based on the delivery timeframe and the start date, the contract tool 104 can calculate that the expected date of delivery is Jul. 1, 2015.
In 406, the contract tool can generate a schedule of actions that includes the expected dates and a description of the actions. The contract tool 104 can generate the record from the expected date and the terms from the contract clauses. For instance in the above example, the contract tool 104 can generate a schedule that indicates delivery of components by Jul. 1, 2015.
In 408, the contract tool can check compliance with the schedule of actions. The contract tool 104 can compare the schedule of action to the current date and a record of actions that have been completed. The contract tool 104 can receive the record of actions completed from the user 106 or retrieve the record of action completed from the repositories 116. The contract tool 104 can check the compliance periodically or upon request of the user 106 of the contract tool 104.
In 410, the contract tool can generate reports of upcoming actions, completed actions, and overdue actions. Based on whether the task is completed or pending, the contract tool 104 can generate one or more reports that indicates whether actions are upcoming, completed, and overdue. The reports can be generated automatically by the contract tool 104 or upon request of the user 106 of the contract tool 104.
According to aspects, the contract tool 104 can be configured to assess the risk of the list of candidate contract clauses and suggest terms and conditions to mitigate the risk of the list of candidate contract clauses. FIG. 5 illustrates one example of a process 500 for assess the risk of the list of candidate contract clauses and suggest terms and conditions to mitigate the risk of the list of candidate contract clauses, according to aspects of the present disclosure. While FIG. 5 illustrates various stages that can be performed, stages can be removed and additional stages can be added. Likewise, the order of the illustrated stages can be performed in any order.
Once the process begins, in 502, the contract tool can select a contract clause from the list of candidate contract clauses. For example, the contract tool 104 can examine the list of candidate contract clauses and select one or the contract clauses from the list, for instance, the first contract clause in the list of candidate clauses.
For example, the list of candidate clauses can include a termination clause:

52.249-2 Termination for Convenience of the Government (Fixed-Price) (Apr. 2012)

(a) The Government may terminate performance of work under this contract in whole or, from time to time, in part if the Contracting Officer determines that a termination is in the Government's interest. The Contracting Officer shall terminate by delivering to the Contractor a office of Termination specifying the extent of termination and the effective date.
(b) After receipt of a Notice of Termination, and except as directed by the Contracting Officer, the Contractor shall immediately proceed with the following obligations, regardless of any delay in determining or adjusting any amounts due under this clause:
(1) Stop work as specified in the notice.
(2) Place no further subcontracts or orders (referred to as subcontracts in this clause) for materials, services, or facilities, except as necessary to complete the continued portion of the contract.
(3) Terminate all subcontracts to the extent they relate to the work terminated.
The contract tool 104 can select the “52.249-2” clause for risk assessment. 3
In 504, the contract tool can determine a risk for the contract clause. In aspects, the risk can represent a potential risk that contract clause posses. The contract tool 104 can maintain the risk record 118 that maps contract clauses to a base risk score. The contract tool 104 can search the risk record 118 for the contract clause and determine the base risk score for the contract clause.
In aspects, the base risk score can be a numerical value. For example, the base risk score can be a number between 0 and 100, where 0 represent no risk and 100 represents highly risky. Table 4 illustrates a matrix that maps ranges of risks score to potential risk.

TABLE 4

Base Risk Score	Risk Level

0-33	Low Risk
34-66	Medium Risk
67-100	High Risk

For instance in the above example, if the “52.249-2” clause is selected, the contract tool 104 can examine the risk record and determine that the clause “52.249-2” has a base score of “100,” demoting high risk.
In aspects, the contract tool 104 can also examine the contract clause and modify the base score based on the contract clause. For example, the contract tool 104 can parse the contract clause and search for words to denote risk. The terms can include, example, “terminate” “liable” “inspect” etc. that indicate that the base risk score should be increased. If a term exists, the contract tool 104 can increase the base score by a predetermined value that corresponds to the term in the contract clause. For example, if a contract clause includes a term “liable,” the contract tool 104 can determine to increase the base risk score by a predetermined value of “30.”
In aspects, the contract tool 104 can also receive a subject risk level from the user 106 of the contract tool 104. For example, the user 106 may desire to rate certain contract clauses as a higher risk. The contract tool 104 can be configured to allow the user 106 enter a specific risk value to be added to particular contract clauses.
In aspects, the contract tool 104 can determine the base risk score using any combination of the processes described. For example, the contract tool 104 can utilize the base risk score contained in the risk record. Likewise, for example, the contract tool 104 can utilize the base score from the risk record modify by the word search and/or subject risk entered by the user 106.
In aspects, the contract tool 104 can also weight the base risk score based on the particular sub-contract and/or PO. The weighting can reduce or increase the base risk score based on factors or details of the particular sub-contract. The factor or details can include value of the sub-contract and/or PO, performance history of the sub-contractor, importance of the sub-contract and/or PO, and the like. For instance in the above example, if the “52.249-2” clause is determined and given base score of “100”, the tool could can weight the risk score lower based on the particular sub-contract and/or PO or sub-contractor (e.g., low dollar value, good history of the sub-contractor, other mitigating terms in the contract, etc.”).
In 506, the contract tool can determine if the risk requires mitigation. In aspects, the contract tool 104 can maintain a matrix that detonates action to be taken based on the risk score. For example, Table 5 illustrates an example of a matrix used by the contract tool 104.

TABLE 5

Risk Score	Action

0-33	Accept
34-66	Attempt to Mitigate
67-100	Reject

In 508, if the risk is greater than the threshold, the contract tool can determine terms and conditions to mitigate risk or reject the contract clause. In aspects, the contract tool 104 can maintain a mitigation record of terms and condition to mitigate particular contract clauses.
For instance in the above example, if the “52.249-2” clause is selected, the contract tool 104 can examine the risk record and determine that the clause “52.249-2” has a base score of “100,” demoting high risk. The contract tool 104 can reject the clause based on the risk score of “100.”
In another example, if the “52.249-2” clause is selected, the contract tool 104 can examine the risk record and determine that the clause “52.249-2” has a base score of “100,” demoting high risk. Additionally, based on the factors of the sub-contract or PO, the contract tool 104 can weight the risk score for the “52.249-2” to be “50.” The contract tool 104 can determine a term or condition to mitigate the risk. For example, the contract tool 104 can search the mitigation record and determine that a condition exists to mitigate the risk:

Termination for Convenience

a. Buyer may terminate all or part of this Contract for its sole convenience. In the event of such termination, Seller shall immediately stop all work hereunder and shall immediately cause any and all of its suppliers and subcontractors to stop work . . . .
In 510, if the risk is not greater than the threshold or after the terms and condition are determined or the clauses rejected, the contract tool can determine if additional contract clauses are available in the list of candidate clause to evaluate.
If additional contract clauses are available, the method 300 can return to 502. For example, the contract tool 104 can determine that the list of candidate contract clause also includes the contract clause:

52.246-2 Inspection of Supplies

This clause allows the customer to inspect hardware at suppliers. The contract tool 104 can determine that the clause “52.246-2” has a risk value of “45,” a moderate risk. The contract tool 104 can determine a term or condition to mitigate the risk, for example, a term that allow inspection.
If additional contract clauses are not available, the method can proceed to 512. In 512, the contract tool can determine the overall risk of the list of candidate clauses. In aspects, the contract tool 104 can combine the risk value for each contract clause to determine an overall risk for the list on candidate clauses. The contract tool 104 can be configured to utilize any type of statistical algorithm to combine the risk for each contract clause. For example, the contract tool 104 can determine, as the overall risk, a median or mean value for the risk values of the list of candidate contract clauses.
In aspects, the risk values of the list of candidate clauses, used in the overall risk score, can be modified based on the mitigation determine in 508. For example, if a contract clause is rejected, the contract tool 104 can remove the risk value of the contract clause. Likewise, for example, if a contract clause has a term or condition to mitigate the risk, the risk value for the contract clause can be modified to represent a lower risk. For instance, the term or condition to mitigate the risk can be assigned a value that reduces the risk value of the contract clause.
In 512, the contract tool can determine terms and conditions to mitigate overall risk. As in the process described above, the contract tool 104 can search the mitigation record and determine terms or conditions that mitigate the overall risk of the list of candidate contract clauses. For example, the contract tool 104 can search the mitigation record and determine that a condition exists (if not already included in the terms and conditions) to mitigate overall risk by allowing termination of the contract for any reason:

Termination for Convenience

a. Buyer may terminate all or part of this Contract for its sole convenience. In the event of such termination, Seller shall immediately stop all work hereunder and shall immediately cause any and all of its suppliers and subcontractors to stop work . . . .
According to aspects, the contract tool 104 can be configured to regularly update the rules 110 as the contract clauses change over time. FIG. 6 illustrates one example of a process 600 for updating the contract tool, according to aspects of the present disclosure. While FIG. 6 illustrates various stages that can be performed, stages can be removed and additional stages can be added. Likewise, the order of the illustrated stages can be performed in any order.
Once the process begins, in 602, the contract tool can identify an update to contract clauses. For example, the contract tool 104 can communicate with the clause repository 114 to determine whether any updates have occurred to the contract clauses. In some aspects, the contract tool 104 can periodically communicate with the clause repository 114 to determine whether any updates have occurred. In some aspects, the contract tool 104 can communicate with the clause repository 114 in response to a notification that an update has occurred. In some aspects, the contract tool 104 can communicate with the clause repository 114 at the request of the user 106.
In 604, once an update is identified, the contract tool can retrieve updates to the contract clauses. For example, the contract tool 104 can retrieve, for the clause repository 114, any contract clauses that have been updated. In some aspects, for example, the contract tool 104 can retrieve all contract clauses to determine if an update has occurred.
In 606, the contract tool can parse the updates to the contract clauses to identify changes to the contract clauses. The contract tool 104 can maintain a dictionary of terms to search for in each parsed clause. The dictionary can include terms such as dollar signs ($), keywords, conditional phrases, explicit applicability sections in the clause, etc. For example, the contract tool 104 can parse the text of the contract clauses to determine if the contract clauses include any conditional language that may affect the rules 110. For instance, in some aspects, the contract tool 104 can parse the text of the contract clauses to identify any text that is associated with parameters of the sub-contract or PO, e.g., dollar values. Likewise, in some aspects, the contract tool 104 can parse the text of the contract clauses to identify any text that denotes conditional applicability of the contract clause, e.g., condition language such as “applies,” “if,” “only,” “expect,” etc.
In 608, the contract tool can update rules based on the changes to the contract clauses. For example, the contract tool 104 can compare the updates, determined during the parsing, to the rules 110. In some aspect, if the update differs from the one or more of the rules 110, the contract tool 104 can update the one or more rules 110. If the update is not included in the rules 110, the contract tool 104 can generate a new rule to be included in the rules 110.
For example, in the governmental contracting example, the contract tool 104 may determine that Clause 36 (Table 1) has changed text to read “this clause applies only if Seller delivers hazardous or dangerous material under this contract.” The contract tool 104 can parse the language of Clause 36 and identify conditional language. The contract tool 104 can compare the updated language to the previous language of the Clause 36 “this clause applies only if Seller delivers hazardous material under this contract.” Because the contract tool 104 identifies a change, the contract tool 104 can update Questions 7 (Table 3) to “Is the supplier delivering hazardous or dangerous material?”
The foregoing description is illustrative, and variations in configuration and implementation can occur to persons skilled in the art. For instance, the various illustrative logics, logical blocks, modules, and circuits described in connection with the embodiments disclosed herein can be implemented or performed with a general purpose processor, a digital signal processor (DSP), an application specific integrated circuit (ASIC), a field programmable gate array (FPGA) or other programmable logic device, discrete gate or transistor logic, discrete hardware components, or any combination thereof designed to perform the functions described herein. A general-purpose processor can be a microprocessor, but, in the alternative, the processor can be any conventional processor, controller, microcontroller, or state machine. A processor can also be implemented as a combination of computing devices, e.g., a combination of a DSP and a microprocessor, a plurality of microprocessors, one or more microprocessors in conjunction with a DSP core, or any other such configuration.
In one or more exemplary embodiments, the functions described can be implemented in hardware, software, firmware, or any combination thereof. For a software implementation, the techniques described herein can be implemented with modules (e.g., procedures, functions, subprograms, programs, routines, subroutines, modules, software packages, classes, and so on) that perform the functions described herein. A module can be coupled to another module or a hardware circuit by passing and/or receiving information, data, arguments, parameters, or memory contents. Information, arguments, parameters, data, or the like can be passed, forwarded, or transmitted using any suitable means including memory sharing, message passing, token passing, network transmission, and the like. The software codes can be stored in memory units and executed by processors. The memory unit can be implemented within the processor or external to the processor, in which case it can be communicatively coupled to the processor via various means as is known in the art.
For example, FIG. 7 illustrates an example of a hardware configuration for the computer system 102. While FIG. 7 illustrates various components contained in the computer device 700, FIG. 7 illustrates one example of a computer device and additional components can be added and existing components can be removed.
The computer device 700 can be any type of computer device. As illustrated in FIG. 7, the computer device 700 can include one or more processors 702 of varying core configurations and clock frequencies. The computer device 700 can also include one or more memory devices 704 that serve as a main memory during the operation of the computer device 700. For example, during operation, a copy of the software that supports the contract tool 104 and the rules 110 can be stored in the one or more memory devices 704. The computer device 700 can also include one or more peripheral interfaces 706, such as keyboards, mice, touchpads, computer screens, touchscreens, etc., for enabling human interaction with and manipulation of the computer device 700.
The computer device 700 can also include one or more network interfaces 708 for communicating via one or more networks, for example the network 112, such as Ethernet adapters, wireless transceivers, or serial network components, for communicating over wired or wireless media using protocols. The computer device 700 can also include one or more storage device 710 of varying physical dimensions and storage capacities, such as flash drives, hard drives, random access memory, etc., for storing data, such as images, files, and program instructions for execution by the one or more processors 702.
Additionally, the computer device 700 can include one or more software programs 712 that enable the functionality of the contract tool 104 described above. The one or more software programs 712 can include instructions that cause the one or more processors 702 to perform the processes described herein. Copies of the one or more software programs 712 can be stored in the one or more memory devices 704 and/or on in the one or more storage devices 710. Likewise, the data, for example, the rules 110, utilized by one or more software programs 712 can be stored in the one or more memory devices 704 and/or on in the one or more storage devices 710.
The computer device 700 can include a variety of data stores and other memory and storage media as discussed above. These can reside in a variety of locations, such as on a storage medium local to (and/or resident in) one or more of the computers or remote from any or all of the computers across the network. In some implementations, information can reside in a storage-area network (“SAN”) familiar to those skilled in the art. Similarly, any necessary files for performing the functions attributed to the computers, servers, or other network devices may be stored locally and/or remotely, as appropriate.
In implementations, the components of the computer device 700 as described above need not be enclosed within a single enclosure or even located in close proximity to one another. Those skilled in the art will appreciate that the above-described componentry are examples only, as the computer device 700 can include any type of hardware componentry, including any necessary accompanying firmware or software, for performing the disclosed implementations. The computer device 700 can also be implemented in part or in whole by electronic circuit components or processors, such as application-specific integrated circuits (ASICs) or field-programmable gate arrays (FPGAs).
If implemented in software, the functions can be stored on or transmitted over a computer-readable medium as one or more instructions or code. Computer-readable media includes both tangible, non-transitory computer storage media and communication media including any medium that facilitates transfer of a computer program from one place to another. A storage media can be any available tangible, non-transitory media that can be accessed by a computer. By way of example, and not limitation, such tangible, non-transitory computer-readable media can comprise RAM, ROM, flash memory, EEPROM, CD-ROM or other optical disk storage, magnetic disk storage or other magnetic storage devices, or any other medium that can be used to carry or store desired program code in the form of instructions or data structures and that can be accessed by a computer. Disk and disc, as used herein, includes CD, laser disc, optical disc, DVD, floppy disk and Blu-ray disc where disks usually reproduce data magnetically, while discs reproduce data optically with lasers. Also, any connection is properly termed a computer-readable medium. For example, if the software is transmitted from a website, server, or other remote source using a coaxial cable, fiber optic cable, twisted pair, digital subscriber line (DSL), or wireless technologies such as infrared, radio, and microwave, then the coaxial cable, fiber optic cable, twisted pair, DSL, or wireless technologies such as infrared, radio, and microwave are included in the definition of medium. Combinations of the above should also be included within the scope of computer-readable media.
While the teachings have been described with reference to examples of the implementations thereof, those skilled in the art will be able to make various modifications to the described implementations without departing from the true spirit and scope. The terms and descriptions used herein are set forth by way of illustration only and are not meant as limitations. In particular, although the processes have been described by examples, the stages of the processes can be performed in a different order than illustrated or simultaneously. Furthermore, to the extent that the terms “including”, “includes”, “having”, “has”, “with”, or variants thereof are used in the detailed description, such terms are intended to be inclusive in a manner similar to the term “comprising.” As used herein, the terms “one or more of” and “at least one of” with respect to a listing of items such as, for example, A and B, means A alone, B alone, or A and B. Further, unless specified otherwise, the term “set” should be interpreted as “one or more.” Also, the term “couple” or “couples” is intended to mean either an indirect or direct connection. Thus, if a first device couples to a second device, that connection can be through a direct connection, or through an indirect connection via other devices, components, and connections.

TABLE 1

Clause number	Clauses	Condition

Clause1	52.203-6 Restrictions on Subcontractor Sales to the	$100K
	Government (SEPTEMBER 2006). This clause applies only if this
	contract exceeds $100,000.
Clause2	52.203-7 Anti-Kickback Procedures (JULY 1995). Buyer	$100K
	may withhold from sums owed Seller the amount of any
	kickback paid by Seller or its subcontractors at any tier if
	(a) the Contracting Officer so directs, or (b) the
	Contracting Officer has offset the amount of such
	kickback against money owed Buyer under the prime
	contract. This clause applies only if this contract exceeds
	$100,000.
Clause3	52.203-8 Cancellation, Rescission, and Recovery of
	Funds for Illegal or Improper Activity (JANUARY 1997).
Clause4	52.203-10 Price or Fee Adjustment for Illegal or	$100K
	Improper Activity (JANUARY 1997). This clause applies only
	if this contract exceeds $100,000. If the Government
	reduces Buyer's price or fee for violations of the Act by
	Seller or its subcontractors at any tier, Buyer may
	withhold from sums owed Seller the amount of the
	reduction.
Clause5	52.203-11, Certification and Disclosure Regarding	$10K
	Payments to Influence Certain Federal Transactions. This
	Certification states that the prospective subcontractor has
	not engaged in any of the prohibited activities set forth in
	these clauses except for those disclosed on OMB
	Standard Form LLL, Disclosure of Lobbying Activities.
Clause6	52.203-12 Limitation on Payments to Influence Certain	$100K
	Federal Transactions (SEPTEMBER 2007). This clause applies
	only if this contract exceeds $100,000. Paragraph (g)(2)
	is modified to read as follows: “(g)(2) Seller will
	promptly submit any disclosure required (with written
	notice to Insitu) directly to the PCO for the prime
	contract. Insitu will identify the cognizant Government
	PCO at Seller's request. Each subcontractor certification
	will be retained in the subcontract file of the awarding
	contractor.”
Clause7	52.203-13 Contractor Code of Business Ethics and	Does this subcontract
	Conduct (DECEMBER 2008). This clause applies only if this	have a period of
	contract is in excess of $5,000,000, has a period of	performance of more
	performance of more than 120 days, and is not for a	than 120 days or is
	commercial item or performed entirely outside the	performed entirely
	United States. For the purposes of this clause, the United	outside the United
	States is defined as the 50 states, the District of	States?
	Columbia, and outlying areas.
Clause8	52.203-14 Display of Hotline Poster(s) (DECEMBER 2007).	Same as 7
Clause9	52.204-2 Security Requirements (AUGUST 1996). Changes	Does the supplier
	clause means the changes clause of this contract. This	have access to
	clause applies only if access to classified material is	classified material in
	required.	regards to this
		contract?
Clause10	52.204-9 Personal Identity Verification of Contractor	Does the
	Personnel. (SEPTEMBER 2007). This clause applies only if	performance under
	performance under this contract requires Seller to have	this contract require
	routine physical access to a Federally controlled facility	the supplier to have
	and/or routine access to a Federally-controlled	routine physical
	information system.	access to federally
		controlled facility
		and/or routine access
		to federally
		controlled
		information system?
Clause11	52.209-6, Protecting the Government's Interest When	Always
	Subcontracting With Contractors Debarred, Suspended,
	or Proposed for Debarment. The clause prohibits the
	company from issuing purchase orders of $30,000 or
	more to subcontractors who are debarred, suspended, or
	proposed for debarment without giving notice, as set
	forth in FAR 52.209-6, signed by a corporate officer or
	designee, to the Government Contracting Officer.
	Procurement agents shall comply with their local site
	requirements regarding the certification required by this
	FAR clause. Contact the Procurement/Subcontract
	Advisor for further guidance if a supplier fails or refuses
	to execute the designated certification. Refer to PUG-74-
	001 May. 3, 2006 for further information and guidance.
Clause12	52.211-5 Material Requirements (AUGUST 2000).	Is this procurement
		for hardware?
Clause13	52.211-15 Defense Priority And Allocation	Flow down always
	Requirements (April 2008)
Clause14	52.215-2 Audit and Records - Negotiation (MARCH 2009).	$100K
	This clause applies only if this contract exceeds $100,000
	and (i) is cost-reimbursement, incentive, time-and-
	materials, labor-hour, or price-redeterminable type or any
	combination of these types: (ii) Seller was required to
	provide cost or pricing data, or (iii) Seller is required to
	furnish reports as discussed in paragraph (e) of the
	referenced clause.
Clause15	52.215-10 Cost or Pricing Data (OCTOBER 1997). This clause	$700K
	applies only if this contract exceeds the threshold set
	forth in FAR 15.403-4 and is not otherwise exempt. In
	subparagraph (3) of paragraph (a), insert “of this
	contract” after “price or cost.” In Paragraph (c),
	“Contracting Officer” shall mean “Contracting Officer or
	Buyer.” In Paragraphs (c)(1), (c)(1)(ii), and (c)(2)(i),
	“Contracting Officer” shall mean “Contracting Officer or
	Buyer.” In Subparagraph (c)(2)(i)(A), delete “to the
	Contracting Officer.” In Subparagraph (c)(2)(ii)(B),
	“Government” shall mean “Government or Buyer.” In
	Paragraph (d), “United States” shall mean “United States
	or Buyer.”
Clause16	52.215-11 Cost or Pricing Data--Modifications October 1997	$700K
Clause17	52.215-12 Subcontractor Cost or Pricing Data (OCTOBER	$700K
	1997). This clause applies only if this contract exceeds
	the threshold set forth in FAR 15.403-2 (currently
	$700,000), and is not otherwise exempt. The certificate
	required by paragraph (b) of the referenced clause shall
	be modified as follows: delete “to the Contracting Officer
	or the Contracting Officer's representative” and substitute
	in lieu thereof “to Insitu, Inc. or Insitu's representative
	(including data submitted, when applicable, to an
	authorized representative of the U.S. Government).”
Clause18	52.215-13 Subcontractor Cost or Pricing Data--	$700K
	Modifications October 1997
Clause19	52.215-14 Integrity of Unit Prices (OCTOBER 1997). This	$100K + Q: Is your
	clause applies except for contracts at or below $100,000;	procurement for
	construction or architect-engineer services under FAR	construction or
	Part 36; utility services under FAR Part 41; services	architect-engineer
	where supplies are not required; commercial items; and	services under FAR
	petroleum products.	Part 36; utility
		services under FAR
		Part 41; services
		where supplies are
		not required;
		commercial items;
		and petroleum
		products. −Yes
		doesn't apply, under
		100K delete Yes and
		No
Clause20	52.215-15 Pension Adjustments and Asset Reversions	$700K
	(OCTOBER 2004). This Clause applies to this contract if it
	meets the requirements of FAR 15.408(g).
Clause21	52.215-18 Reversion or Adjustment of Plans for Post-	$700K
	Retirement Benefits (PRB) Other Than Pensions (JULY
	2005). This Clause applies to this contract if it meets the
	requirements of FAR 15.408(j).
Clause22	52.215-19 Notification of Ownership Changes (OCTOBER	$700K
	1997). This Clause applies to this contract if it meets the
	requirements of FAR 15.408(k).
Clause23	52.215-21 Requirement for Cost or Pricing Data or	$700K
	Information Other Than Cost and Pricing Data -
	Modifications (OCTOBER 1997). This clause applies only if
	this contract exceeds the threshold set forth in FAR
Clause24	15.403-4. The term “Contracting Officer” shall mean	NA
	Buyer.
Clause25	52.219-8 Utilization of Small Business Concerns (MAY	$150K
	2004).
Clause26	52.219-9 Small-Business Subcontracting Plan (APRIL	$650K + Q: Is the
	2008).	supplier a small
	This clause applies only if this contract exceeds $650,000	business? +Buyer
	and Seller is not a small business concern.	Action submit SB
	Seller shall adopt a subcontracting plan that complies	Plan
	with the requirements of this clause. In addition, Seller
	shall submit to Buyer, Small and Small Disadvantaged
	Business and Women-Owned Small Business
	Subcontracting Plan Certificate of Compliance. In
	accordance with paragraph (d)(10)(iv), Seller agrees that
	it will submit the ISR and/or SSR using eSRS, and, in
	accordance with paragraph (d)(10)(vi), Seller agrees to
	provide the prime contract number, its own DUNS
	number, and the email address of the Government or
	Contractor official responsible for acknowledging or
	rejecting the reports, to its subcontractors with
	subcontracting plans.
Clause27	52.222-4 Contract Work Hours and Safety Standards Act-	$100K
	Overtime Compensation (July 2005)
Clause28	52.222-20 Walsh-Healey Public Contracts Act (DECEMBER	$10K
	1996). This clause applies only if this contract exceeds
	$10,000.
Clause29	52.222-21 Prohibition of Segregated Facilities (FEBRUARY	$10K
	1999).
Clause30	52.222-26 Equal Opportunity (MARCH 2007).	$10K
Clause31	52.222-35 Equal Opportunity for Special Disabled	$100K
	Veterans, Veterans of the Vietnam Era, and Other
	Eligible Veterans (SEPTEMBER 2006). This clause applies only if
	this contract exceeds $100,000.
Clause32	52.222-36 Affirmative Action For Workers With	$15K
	Disabilities (JUNE 1998). This clause applies only if this
	contract exceeds $15,000.
Clause33	52.222-37 Employment Reports on Special Disabled	$100K
	Veterans, Veterans of the Vietnam Era, and Other
	Eligible Veterans (SEPTEMBER 2006). This clause applies only if
	this contract exceeds $100,000.
Clause34	52.222-39 Notification of Employee Rights Concerning	$netK
	Payment of Union Dues or Fees (DECEMBER 2004).
Clause35	52.222-50 Combating Trafficking in Persons (FEBRUARY	Always
	2009).
Clause36	52.223-3 Hazardous Material Identification and Material	Is the supplier
	Safety Data (JANUARY 1997). This clause applies only if	delivering hazardous
	Seller delivers hazardous material under this contract.	material?
Clause37	52.223-11, Ozone Depleting Substance. This provision	Is this subcontract
	defines Class I and II ozone-depleting substances	for the purchase of
		“Ozone-depleting
		substances” as
		defined in FAR
		52.223-11?
Clause38	52.223-14 Toxic Chemical Release Reporting (AUGUST	Is your procurement
	2003). This clause applies only if this contract is not for	not for commercial
	commercial items as defined in FAR Part 2, was	items as defined in
	competitively awarded, and exceeds $100,000 (including	FAR Part 2, was
	all options).	competitively
		awarded, and
		exceeds $100,000
		(including all
		options)?
Clause39	52.225-13 Restriction on Certain Foreign Purchases
	(JUNE 2008).
Clause40	52.227-1 Authorization and Consent (DECEMBER 2007) Alt 1	$150K
	(APRIL 1984).
Clause41	52.227-2 Notice and Assistance Regarding Patent and	$150K
	Copyright Infringement (DECEMBER 2007). A copy of each
	notice sent to the Government will be sent to Buyer.
Clause42	52.227-10 Filing of Patent Applications - Classified	Clause 14
	Subject Matter (DECEMBER 2007).
Clause43	52.227-11 Patent Rights--Ownership By The Contractor	Always
	December 2007
Clause44	52.228-3 WORKERS' COMPENSATION INSURANCE	Defense based Act
	(DEFENSE BASE ACT) (APRIL 1984)
Clause45	52.228-4 WORKERS' COMPENSATION AND WAR-
	HAZARD INSURANCE OVERSEAS (APRIL 1984)
Clause46	52.228-7 Insurance--Liability To Third Persons March 1996
Clause47	52.230-2 Cost Accounting Standards October 2008	$500K
Clause48	52.230-3 Disclosure And Consistency Of Cost	$500K
	Accounting Practices October 2008
Clause49	52.230-6 Administration of Cost Accounting Standards	$500K
	(MARCH 2008). Add “Buyer and the” before
	CFAO in paragraph (m). This provision applies if clause
	H001, H002, or H004 is included in this contract.
	H001: The clause entitled “Cost Accounting Standards,”
	FAR 52.230-2, excluding paragraph (b), is incorporated
	herein by reference. In this clause, “Contractor” shall
	mean Seller, and any reference to “disputes” or the
	“Contract Disputes Act” shall mean the Disputes clause
	of this contract. The version of FAR 52.230-2
	incorporated in this contract is stated in the Cost
	Accounting Standards article of the Customer Contract
	Requirements (CCR) incorporated in this contract.
	H002: DISCLOSURE AND CONSISTENCY IN COST
	ACCOUNTING PRACTICES
	The clause entitled “Disclosure and Consistency in Cost
	Accounting Practices,” FAR 52.230-3, excluding
	paragraph (b), is incorporated herein by reference. In this
	clause, “Contractor” shall mean Seller, and any reference
	to “disputes” or the “Contract Disputes Act” shall mean
	the Disputes clause of this contract. The version of FAR
	52.230-3 incorporated in this contract is stated in the
	Cost Accounting Standards article of the Customer
	Contract Requirements (CCR) incorporated in this
	contract.
	H004: COST ACCOUNTING STANDARDS -
	EDUCATIONAL INSTITUTION
	The clause entitled “Cost Accounting Standards -
	Educational Institution,” FAR 52.230-5,
	excluding paragraph (b), is incorporated herein by
	reference. In this clause, “Contractor” shall mean Seller,
	and any reference to “disputes” or the “Contract Disputes
	Act” shall mean the Disputes clause of this contract. The
	version of FAR 52.230-5 incorporated in this contract is
	stated in the Cost Accounting Standards article of the
	Customer Contract Requirements (CCR) incorporated in
	this contract.
Clause50	52.232-16, Progress Payments.	Always
Clause51	52.234-1 INDUSTRIAL RESOURCES DEVELOPED
	UNDER DEFENSE PRODUCTION ACT TITLE III
	(DECEMBER 1994) (a) Definitions. “Title III industrial
	resource” means materials, services, processes, or
	manufacturing equipment (including the processes,
	technologies, and ancillary services for the use of such
	equipment) established or maintained under the authority
	of Title III, Defense Production Act (50 U.S.C. App.
	2091-2093). “Title III project contractor” means a
	contractor that has received assistance for the
	development or manufacture of an industrial resource
	under 50 U.S.C. App. 2091-2093, Defense
	Production Act. (b) The Contractor shall refer any
	request from a Title III project contractor for testing and
	qualification of a Title III industrial resource to the
	Contracting Officer. (c) Upon the direction of the
	Contracting Officer, the Contractor shall test Title III
	industrial resources for qualification. The Contractor
	shall provide the test results to the Defense Production
	Act Office, Title III Program, located at Wright Patterson
	Air Force Base, Ohio 45433-7739. (d) When the
	Contracting Officer modifies the contract to direct testing
	pursuant to this clause, the Government will provide the
	Title III industrial resource to be tested and will make an
	equitable adjustment in the contract for the costs of
	testing and qualification of the Title III industrial resource.
	(e) The Contractor agrees to insert the substance of this
	clause, including paragraph (e), in every subcontract
	issued in performance of this contract.
Clause52	52.242-15 Stop-Work Order (AUGUST 1989). Change “90	Always
	days” and “30 days” to “100 days” and “20 days”
	respectively. The terms “Contracting Officer” and
	“Government” shall mean Buyer.
Clause53	52.244-2, Subcontracts (JUNE 2007) There are advance	Does this
	notification or consent requirements for any	procurement require
	subcontractors not listed in paragraph (j) therein. Namely	AcO notification or
	all subcontractors other than Harris, Boeing and Corsair	consent? (If the
	who were listed as “evaluated during negotiation” by the	supplier is Harris,
	Govt.	Boeing, or Corsair,
		click NO)
Clause54	52.244-6 Subcontracts for Commercial Items (DECEMBER	Always
	2009)
Clause55	52.245-1 Government Property June 2007	Always
Clause56	52.247-63 Preference For U.S. Flag Air Carriers (June 2003)	Does this
		procurement involve
		international air
		transportation.
Clause57	52.247-64 Preference for Privately Owned U.S. - Flag	Does this
	Commercial Vessels (February 2006)	procurement involve
		transportation of
		equipment, materials
		or commodities in
		ocean vessels?
Clause58	252.203-7001 Prohibition on Persons Convicted of	$100K
	Fraud or Other Defense-Contract-Related Felonies
	(DECEMBER 2008). This clause applies only if this contract
	exceeds $100,000 and does not apply to the purchase of
	commercial items or commercial components.
	“Contractor” and “contract” are not changed in
	paragraphs (a) and (b). In paragraph (e), “Government”
	shall mean Government or Buyer. In paragraph (f),
	“through the Buyer” is inserted after “Contracting
	Officer”. Paragraph (g) is deleted and “Contracting
	Officer” shall mean Contracting Officer.
Clause59	252.204-7000 Disclosure of Information (DECEMBER 1991).	Always
Clause60	252.211-7000 Acquisition Streamlining December 1991 required	$1.5 Million
	for contracts over $1.5 million.
Clause61	252.211-7003 Item Identification and Valuation (AUGUST	Always
	2008). Seller shall comply with the unique item
	identification requirements of this clause for those
	subassemblies, components, and parts specified
	elsewhere in this contract. Such identification and
	marking shall be a high-capacity 2D machine readable
	code to comply with the version of MIL-STD-130,
	Identification Marking of U.S. Military Property, set
	forth elsewhere in this contract; or if not so stated, then
	the Seller shall comply with M IL-STD-130 N. The code
	may include, as space is available, linear bar code and
	human readable characters. Unless otherwise specified in
	Insitu product drawings or specifications, the seller may
	use either Construct #1 or Construct #2. The Seller shall
	not be required to furnish item valuations as set forth in
	this clause.
Clause62	252.215-7000 Pricing Adjustments (DECEMBER 1991). This	$650K
	clause applies only if this contract exceeds $650,000.
Clause63	252.215-7003, Excessive Pass-Through Charges (May 2008)
Clause64	252.215-7004 Excessive Pass-Through Charges (MAY 2008).
	This clause applies unless this contract is (1) a firm-
	fixed-price contract awarded on the basis of adequate
	price competition; (2) a fixed-price contract with
	economic price adjustment awarded on the basis of
	adequate price competition; (3) a firm-fixed-price
	contract for the acquisition of a commercial item, or (4) a
	fixed-price contract with economic price adjustment for
	the acquisition of a commercial item. In paragraph (a),
	“Contractor” retains its original meaning. In paragraph
	(b), “Government” and “Contracting Officer” mean
	Buyer. In paragraph (c) “Contracting Officer” means
	Buyer. In paragraph (d), “Government” and “Contracting
	Officer” mean Buyer. In paragraph (e), “Contracting
	Officer” retains its original meaning.
Clause65	252.219-7003 Small Business Subcontracting Plan (DOD	Depends on Clause
	Contracts) (APRIL 2007). Except paragraph (g) which is	26
	hereby deleted.
Clause66	252.222-7006 Restrictions of the Use of Mandatory	Always
	Arbitration Agreements (May 2010)
Clause67	252.225-7002 Qualifying Country Sources as	Always
	Subcontractors (APRIL 2003)
Clause68	252.225-7004 Reporting Of Contract Performance	$550K
	Outside The United States And Canada -
	Submission After Award (MAY 2007). The term
	“Contractor” in paragraph (b) and the term “Contracting
	Officer” in paragraphs (c) and (d) means “Buyer.” This
	clause applies only if this contract exceeds $550,000.
Clause69	252.225-7006 QUARTERLY REPORTING OF	Is your procurement
	ACTUAL CONTRACT PERFORMANCE OUTSIDE	greater 550K and not
	THE UNITED STATES (MAY 2007). This clause	for commercial
	applies only if this contract exceeds $550,000 and is not	items, construction,
	for commercial items, construction, ores, natural gases,	ores, natural gases,
	utilities, petroleum products and crudes, timber (logs), or	utilities, petroleum
	subsistence.	products and crudes,
		timber (logs), or
		subsistence.
Clause70	252.225-7009 Restriction on Acquisition of Certain	Does the item being
	Articles Containing Specialty Metals (JULY 2009) (10	procured contain
	USC 2533b)	specialty metals?
		Steel-
		(A) With a maximum
		alloy content
		exceeding one or
		more of the
		following limits:
		manganese, 1.65
		percent; silicon, 0.60
		percent; or copper,
		0.60 percent; or
		(B) Containing more
		than 0.25 percent of
		any of the following
		elements:
		aluminum,
		chromium, cobalt,
		columbium,
		molybdenum, nickel,
		titanium,
		tungsten, or
		vanadium;
		(ii) Metal alloys
		consisting of nickel,
		iron-nickel, and
		cobalt base alloys
		containing a
		total of other
		alloying metals
		(except iron) in
		excess of 10 percent;
		(iii) Titanium and
		titanium alloys; or
		(iv) Zirconium and
		zirconium base
		alloys.”
Clause71	252.225-7013 Duty Free Entry (DECEMBER 2009). This clause	Always
	applies if Seller is located in a qualifying country (as
	defined in DFARS Part 225.8) or if Seller is located in
	any other country and the estimated U.S. duty for the
	deliverable items will exceed $200 per unit. Seller shall
	include the prime contract number on all shipping
	documents submitted to Customs for supplies for which
	duty-free entry is claimed pursuant to this clause. See
	Section 5 for the information required by paragraph (j)(3)
	of this clause.
Clause72	252.225.7014 Preference for Domestic Specialty Metals	Same as 71
	JUNE 2005)
Clause73	252.225-7016 Restriction on Acquisition of Ball and	Does this contract
	Roller Bearings (MARCH 2006).	include the purchase
		of ball or roller
		bearings?
Clause74	252.225-7040 CONTRACTOR PERSONNEL	Is the subcontractors
	AUTHORIZED TO ACCOMPANY U.S. ARMED	personnel authorized
	FORCES DEPLOYED OUTSIDE THE UNITED	to accompany US
	STATES (JULY 2009)	Armed Forces
	The Contractor shall incorporate the substance of this	deployed outside the
	clause including paragraph (q), in all subcontracts when	US in (1)
	subcontractor personnel are authorized to accompany US	Contingency
	Armed Forces deployed outside the US in (1)	operations; (2)
	Contingency operations; (2) Humanitarian or	Humanitarian or
	peacekeeping operations; (3) Other military operations;	peacekeeping
	or (4) Military exercises designated by the Combatant	operations; (3) Other
	Commander.	military operations;
		or (4) Military
		exercises designated
		by the Combatant
		Commander?
Clause75	252.225-7043 Antiterrorism/Force Protection Policy for	Does this
	Defense Contractors Outside the United States March 2006	procurement require
		performance or travel
		outside the United
		States, except for
		contracts with- (a)
		Foreign
		governments; (b)
		Representatives of
		foreign governments;
		or (c) Foreign
		corporations wholly
		owned by foreign
		governments. Not
		Statutory.
		Prescribed in
		DFARS 225.7403-2
Clause76	252.225-7997 Additional Requirements and	Q18
	Responsibilities Relating to Alleged Crimes By Or
	Against Contractor Personnel In Iraq and Afghanistan
	(Deviation2010-O0014 (AUGUST 2010)
Clause77	252.226-7001 Utilization of Indian Organizations and	$500K
	Indian-Owned Economic Enterprises, and Native
	Hawaiian Small Business Concerns September 2004 required for
	contracts over $500,000
Clause78	252.227-7013 Rights In Technical Data --	Always
	Noncommercial Items (NOVEMBER 1995). This clause applies
	only if the delivery of data is required for noncommercial
	items under this contract.
	(k) Applicability to subcontractors or suppliers.
	(2) Whenever any technical data for noncommercial
	items is to be obtained from a subcontractor or supplier
	for delivery to the Government under this contract, the
	Contractor shall use this same clause in the subcontract
	or other contractual instrument, and require its
	subcontractors or suppliers to do so, without alteration,
	except to identify the parties. No other clause shall be
	used to enlarge or diminish the Government's, the
	Contractor's, or a higher-tier subcontractor's or supplier's
	rights in a subcontractor's or supplier's technical data.
Clause79	252.227-7014 RIGHTS IN NONCOMMERCIAL	Always
	COMPUTER SOFTWARE AND NONCOMMERCIAL
	COMPUTER SOFTWARE DOCUMENTATION (JUNE
	1995)
Clause81	252.227-7015 Technical Data--Commercial Items November 1995	Always
Clause82	252.227-7016 Rights in Bid or Proposal Information June 1995	Always
	Does not apply to commercial items or commercial
	computer software or related documentation.
Clause83	252.227-7019 Validation of Asserted Restrictions--	Always
	Computer Software June 1995
	Does not apply to commercial items or commercial
	computer software or related documentation.
Clause84	252.227-7025 Limitations on the Use or Disclosure of	Always
	Government-Furnished Information Marked with
	Restrictive Legends June 1995
Clause85	252.227-7026 Deferred Delivery Of Technical Data Or	Always
	Computer Software April 1988
Clause86	252.227-7027 Deferred Ordering Of Technical Data Or	Always
	Computer Software April 1988
Clause87	252.227-7030 TECHNICAL DATA--WITHHOLDING	Always
	OF PAYMENT (MARCH 2000)
Clause88	252.227-7037 Validation of Restrictive Markings on	Same question as
	Technical Data September 1999	clause 54 (if no, it
		applies) see clause
		54
Clause89	252.227-7038 Patent Rights--Ownership by the	Is this procurement
	Contractor (Large Business) December 2007	for experimental,
		developmental, or
		research work?
Clause90	252.227-7039 Patents - Reporting of Subject Inventions	Not applicable
	(April 1990). Flowdown Not mandatory. Not Applicable	EVER
	to Large Business
Clause91	252.228-7001 Ground and Flight Risk.
	As prescribed in 228.370(b), use the following clause:
	GROUND AND FLIGHT RISK (JUNE 2010)
	(a) Definitions. As used in this clause-
	(1) “Aircraft,” unless otherwise provided in the contract
	Schedule, means-
	(i) Aircraft to be delivered to the Government under this
	contract (either before or after Government acceptance),
	including complete aircraft and aircraft in the process of
	being manufactured, disassembled, or reassembled;
	provided that an engine, portion of a wing or a wing is
	attached to a fuselage of the aircraft;
	(ii) Aircraft, whether in a state of disassembly or
	reassembly, furnished by the Government to the
	Contractor under this contract, including all Government
	property installed, in the process of installation, or
	temporarily removed; provided that the aircraft and
	property are not covered by a separate bailment
	agreement;
	(iii) Aircraft furnished by the Contractor under this
	contract (either before or after Government acceptance);
	or
	(iv) Conventional winged aircraft, as well as helicopters,
	vertical take-off or landing aircraft, lighter-than-air
	airships, aerial vehicles, or other non-conventional
	aircraft specified in this contract.
	(2) “Contractor's managerial personnel” means the
	Contractor's directors, officers, managers,
	superintendents, or equivalent representatives who have
	supervision or direction of- (i) All, or substantially all,
	of the Contractor's business; (ii) All, or substantially all,
	of the Contractor's operation at any one plant or separate
	location; or (iii) A separate and complete major industrial
	operation.
	(3) “Contractor's premises” means those premises,
	including subcontractors' premises, designated in the
	Schedule or in writing by the Contracting Officer, and
	any other place the aircraft is moved for safeguarding.
	(4) “Flight” means any flight demonstration, flight test,
	taxi test, or other flight made in the performance of this
	contract, or for the purpose of safeguarding the aircraft,
	or previously approved in writing by the Contracting
	Officer,
	(i) For land based aircraft, “flight” begins with the taxi
	roll from a flight line on the Contractor's premises and
	continues until the aircraft has completed the taxi roll in
	returning to a flight line on the Contractor's premises,
	(ii) For seaplanes, “flight” begins with the launching
	from a ramp on the Contractor's premises and continues
	until the aircraft has completed its landing run and is
	beached at a ramp on the Contractor's premises,
	(iii) For helicopters, “flight” begins upon engagement of
	the rotors for the purpose of take-off from the
	Contractor's premises and continues until the aircraft has
	returned to the ground on the Contractor's premises and
	the rotors are disengaged,
	(iv) For vertical take-off or landing aircraft, “flight”
	begins upon disengagement from any launching platform
	or device on the Contractor's premises and continues
	until the aircraft has been engaged to any launching
	platform or device on the Contractor's premises.
	(v) All aircraft off the Contractor's premises shall be
	considered to be in flight when on the ground or water
	for reasonable periods of time following emergency
	landings, landings made in performance of this contract,
	or landings approved in writing by the Contracting
	Officer.
	(5) “Flight crew member” means the pilot, the co-pilot,
	and, unless otherwise provided in the Schedule, the flight
	engineer, navigator, and bombardier-navigator when
	assigned to their respective crew positions for the
	purpose of conducting any flight on behalf of the
	Contractor. It also includes any pilot or operator of an
	unmanned aerial vehicle. If required, a defense systems
	operator may also be assigned as a flight crew member.
	(6) “In the open” means located wholly outside of
	buildings on the Contractor's premises or other places
	described in the Schedule as being “in the open.”
	Government furnished aircraft shall be considered to be
	located “in the open” at all times while in the
	Contractor's possession, care, custody, or control.
	(7) “Operation” means operations and tests of the aircraft
	and its installed equipment, accessories, and power
	plants, while the aircraft is in the open or in motion. The
	term does not apply to aircraft on any production line or
	in flight.
	(b) Combined regulation/instruction. The Contractor
	shall be bound by the operating procedures contained in
	the combined regulation/instruction entitled
	“Contractor's Flight and Ground Operations” (Air Force
	Instruction 10-220, Army Regulation 95-20, NAVAIR
	Instruction 3710.1 (Series), Coast Guard Instruction
	M13020.3, and Defense Contract Management Agency
	Instruction 8210.1) in effect on the date of contract
	award.
	(c) Government as self-insurer. Subject to the conditions
	in paragraph (d) of this clause, the Government self-
	insures and assumes the risk of damage to, or loss or
	destruction of aircraft “in the open,” during “operation,”
	and in “flight,” except as may be specifically provided in
	the Schedule as an exception to this clause. The
	Contractor shall not be liable to the Government for such
	damage, loss, or destruction beyond the Contractor's
	share of loss amount under the Government's self-
	insurance.
	(d) Conditions for Government's self-insurance. The
	Government's assumption of risk for aircraft in the open
	shall continue unless the Contracting Officerfinds that
	the Contractor has failed to comply with paragraph (b) of
	this clause, or that the aircraft is in the open under
	unreasonable conditions, and the Contractor fails to take
	prompt corrective action.
	(1) The Contracting Officer, when finding that the
	Contractor has failed to comply with paragraph (b) of
	this clause or that the aircraft is in the open under
	unreasonable conditions, shall notify the Contractor in
	writing and shall require the Contractor to make
	corrections within a reasonable time.
	(2) Upon receipt of the notice, the Contractor shall
	promptly correct the cited conditions, regardless of
	whether there is agreement that the conditions are
	unreasonable.
	(i) If the Contracting Officer later determines that the
	cited conditions were not unreasonable, an equitable
	adjustment shall be made in the contract price for any
	additional costs incurred in correcting the conditions.
	(ii) Any dispute as to the unreasonableness of the
	conditions or the equitable adjustment shall be
	considered a dispute under the Disputes clause of this
	contract.
	(3) If the Contracting Officer finds that the Contractor
	failed to act promptly to correct the cited conditions or
	failed to correct the conditions within a reasonable time,
	the Contracting Officer may terminate the Government's
	assumption of risk for any aircraft in the open under the
	cited conditions. The termination will be effective at
	12:01 a.m. on the fifteenth day following the day the
	written notice is received by the Contractor.
	(i) If the Contracting Officer later determines that the
	Contractor acted promptly to correct the cited conditions
	or that the time taken by the Contractor was not
	unreasonable, an equitable adjustment shall be made in
	the contract price for any additional costs incurred as a
	result of termination of the Government's assumption of
	risk.
	(ii) Any dispute as to the timeliness of the Contractor's
	action or the equitable adjustment shall be considered a
	dispute under the Disputes clause of this contract.
	(4) If the Government terminates its assumption of risk
	pursuant to the terms of this clause-
	(i) The Contractor shall thereafter assume the entire risk
	for damage, loss, or destruction of, the affected aircraft;
	(ii) Any costs incurred by the Contractor (including the
	costs of the Contractor's self-insurance, insurance
	premiums paid to insure the Contractor's assumption of
	risk, deductibles associated with such purchased
	insurance, etc.) to mitigate its assumption of risk are
	unallowable costs; and
	(iii) The liability provisions of the Government Property
	clause of this contract are not applicable to the affected
	aircraft.
	(5) The Contractor shall promptly notify the Contracting
	Officer when unreasonable conditions have been
	corrected.
	(i) If, upon receipt of the Contractor's notice of the
	correction of the unreasonable conditions, the
	Government elects to again assume the risk of loss and
	relieve the Contractor of its liability for damage, loss, or
	destruction of the aircraft, the Contracting Officer will
	notify the Contractor of the Contracting Officer's
	decision to resume the Government's risk of loss.. The
	Contractor shall be entitled to an equitable adjustment in
	the contract price for any insurance costs extending from
	the end of the third working day after the Government's
	receipt of the Contractor notice of correction until the
	Contractor is notified that the Government will resume
	the risk of loss.
	(ii) If the Government does not again assume the risk of
	loss and the unreasonable conditions have been
	corrected, the Contractor shall be entitled to an equitable
	adjustment for insurance costs, if any, extending after the
	third working day after the Government's receipt of the
	Contractor's notice of correction.
	(6) The Government's termination of its assumption of
	risk of loss does not relieve the Contractor of its
	obligation to comply with all other provisions of this
	clause, including the combined regulation/instruction
	entitled “Contractor's Flight and Ground Operations.”
	(e) Exclusions from the Government's assumption of
	risk. The Government's assumption of risk shall not
	extend to damage, loss, or destruction of aircraft which-
	(1) Results from failure of the Contractor, due to willful
	misconduct or lack of good faith of any of the
	Contractor's managerial personnel, to maintain and
	administer a program for the protection and preservation
	of aircraft in the open and during operation in accordance
	with sound industrial practice, including oversight of
	subcontractor's program.
	(2) Is sustained during flight if either the flight or the
	flight crew members have not been approved in advance
	of any flight writing by the Government Flight
	Representative, who has been authorized in accordance
	with the combined regulation/instruction entitled
	“Contractor's Flight and Ground Operations”;
	(3) Occurs in the course of transportation by rail, or by
	conveyance on public streets, highways, or waterways,
	except for Government-furnished property;
	(4) Is covered by insurance;
	(5) Consists of wear and tear; deterioration (including
	rust and corrosion); freezing; or mechanical, structural,
	or electrical breakdown or failure, unless these are the
	result of other loss, damage or destruction covered by
	this clause. (This exclusion does not apply to
	Government-furnished property if damage consists of
	reasonable wear and tear or deterioration, or results from
	inherent vice, e.g., a known condition or design defect, in
	the property); or
	(6) Is sustained while the aircraft is being worked on and
	is a direct result of the work unless such damage, loss, or
	destruction would be covered by insurance which would
	have been maintained by the Contractor, but for the
	Government's assumption of risk.
	(f) Contractor's share of loss and Contractor's deductible
	under the Government's self-insurance.
	(1) The Contractor assumes the risk of loss and shall be
	responsible for the Contractor's share of loss under the
	Government's self-insurance. That share is the lesser
	of-
	(i) The first $100,000 of loss or damage to aircraft in the
	open, during operation, or in flight resulting from each
	separate event, except for reasonable wear and tear and to
	the extent the loss or damage is caused by negligence of
	Government personnel; or
	(ii) Twenty percent of the price or estimated cost of this
	contract.
	(2) If the Government elects to require that the aircraft be
	replaced or restored by the Contractor to its condition
	immediately prior to the damage, the equitable
	adjustment in the price authorized by paragraph (j) of this
	clause shall not include the dollar amount of the risk
	assumed by the Contractor.
	(3) In the event the Government does not elect repair or
	replacement, the Contractor agrees to credit the contract
	price or pay the Government, as directed by the
	Contracting Officer, the lesser of-
	(i) $100,000;
	(ii) Twenty percent of the price or estimated cost of this
	contract; or
	(iii) The amount of the loss. (4) For task order and
	delivery order contracts, the Contractor's share of the
	loss shall be the lesser of $100,000 or twenty percent of
	the combined total price or total estimated cost of those
	orders issued to date to which the clause applies.
	(5) The costs incurred by the Contractor for its share of
	the loss and for insuring against that loss are unallowable
	costs, including but not limited to-
	(i) The Contractor's share of loss under the
	Government's self-insurance;
	(ii) The costs of the Contractor's self-insurance;
	(iii) The deductible for any Contractor-purchased
	insurance;
	(iv) Insurance premiums paid for Contractor- purchased
	insurance; and
	(v) Costs associated with determining, litigating, and
	defending against the Contractor's liability.
	(g) Subcontractor possession or control. The Contractor
	shall not be relieved from liability for damage, loss, or
	destruction of aircraft while such aircraft is in the
	possession or control of its subcontractors, except to the
	extent that the subcontract, with the written approval of
	the Contracting Officer, provides for relief from each
	liability. In the absence of approval, the subcontract shall
	contain provisions requiring the return of aircraft in as
	good condition as when received, except for reasonable
	wear and tear or for the utilization of the property in
	accordance with the provisions of this contract.
	(h) Contractor's exclusion of insurance costs. The
	Contractor warrants that the contract price does not and
	will not include, except as may be authorized in this
	clause, any charge or contingency reserve for insurance
	covering damage, loss, or destruction of aircraft while in
	the open, during operation, or in flight when the risk has
	been assumed by the Government including the
	Contractor's share of loss in this clause, even if the
	assumption may be terminated for aircraft in the open.
	(i) Procedures in the event of loss.
	(1) In the event of damage, loss, or destruction of aircraft
	in the open, during operation, or in flight, the Contractor
	shall take all reasonable steps to protect the aircraft from
	further damage, to separate damaged and undamaged
	aircraft and to put all aircraft in the best possible order.
	Except in cases covered by paragraph (f)(2) of this
	clause, the Contractor shall furnish to the Contracting
	Officer a statement of-
	(i) The damaged, lost, or destroyed aircraft;
	(ii) The time and origin of the damage, loss, or
	destruction;
	(iii) All known interests in commingled property of
	which aircraft are a part; and
	(iv) The insurance, if any, covering the interest in
	commingled property.
	(2) The Contracting Officer will make an equitable
	adjustment for expenditures made by the Contractor in
	performing the obligations under this paragraph.
	(j) Loss prior to delivery.
	(1) If prior to delivery and acceptance by the
	Government, aircraft is damaged, lost, or destroyed and
	the Government assumed the risk, the Government shall
	either-
	(i) Require that the aircraft be replaced or restored by the
	Contractor to the condition immediately prior to the
	damage, in which event the Contracting Officer will
	make an equitable adjustment in the contract price and
	the time for contract performance; or
	(ii) Terminate this contract with respect to the aircraft.
	Notwithstanding the provisions in any other termination
	clause under this contract, in the event of termination, the
	Contractor shall be paid the contract price for the aircraft
	(or, if applicable, any work to be performed on the
	aircraft) less any amount the Contracting Officer
	determines-
	(A) It would have cost the Contractor to complete the
	aircraft (or any work to be performed on the aircraft)
	together with anticipated profit on uncompleted work;
	and
	(B) Would be the value of the damaged aircraft or any
	salvage retained by the Contractor.
	(2) The Contracting Officer shall prescribe the manner of
	disposition of the damaged, lost, or destroyed aircraft, or
	any parts of the aircraft. If any additional costs of such
	disposition are incurred by the Contractor, a further
	equitable adjustment will be made in the amount due the
	Contractor. Failure of the parties to agree upon
	termination costs or an equitable adjustment with respect
	to any aircraft shall be considered a dispute under the
	Disputes clause.
	(k) Reimbursement from a third party. In the event the
	Contractor is reimbursed or compensated by a third party
	for damage, loss, or destruction of aircraft and has also
	been compensated by the Government, the Contractor
	shall equitably reimburse the Government. The
	Contractor shall do nothing to prejudice the
	Government's right to recover against third parties for
	damage, loss, or destruction. Upon the request of the
	Contracting Officer or authorized representative, the
	Contractor shall at Government expense furnish to the
	Government all reasonable assistance and cooperation
	(including the prosecution of suit and the execution of
	instruments of assignment or subrogation) in obtaining
	recovery.
	(1) Government acceptance of liability. To the extent the
	Government has accepted such liability under other
	provisions of this contract, the Contractor shall not be
	reimbursed for liability to third persons for loss or
	damage to property or for death or bodily injury caused
	by aircraft during flight unless the flight crew members
	previously have been approved for this flight in writing
	by the Government Flight Representative, who has been
	authorized in accordance with the combined regulation
	entitled “Contractor's Flight and Ground Operations”.
	(m) Subcontracts. The Contractor shall incorporate the
	requirements of this clause, including this paragraph (m),
	in all subcontracts.
Clause92	252.234-7002 Earned Value Management System April 2008
	(1) Greater than $50M subcontract value - whole clause
	applies;
	(2) Less than $50M subcontract value exclude paragraph
	(b) of clause from applicability.
Clause93	252.235-7003 Frequency Authorization (December 1991) -	Is this procurement
	Alternate I August 2008	involving
		development, test, or
		operation of a device
		for which a
		frequency
		authorization is
		required?
Clause94	252.236-7013 Requirement for Competition Opportunity	Does this
	for American Steel Producers, Fabricators, and	procurement involve
	Manufacturers (Pub. L. 110-329, Division E, Section	the acquisition of
	108).	steel as a
		construction
		material?
Clause95	252.244-7000 Subcontracts for Commercial Items and
	Commercial Components (DoD Contracts)
	(August 2009).
Clause96	252.246-7000 Material Inspection And Receiving Report	Is it required for the
	March 2008	supplier to issue
		receiving reports via
		WAWF for their
		direct ship deliveries
		to the government?
Clause97	252.246-7001 Warranty Of Data December 1991
Clause98	252.246-7003 Notification of Potential Safety Issues
	January 2007
Clause99	252.247-7023 Transportation of Supplies by Sea (MAY
	2002). This clause applies only if the supplies are of a
	type described in paragraph (b)(2) of this clause. In
	paragraph (d), “45 days” is changed to “60 days.”In
	paragraph (g) “Government” means Buyer. If this
	contract is at or below $100,000, paragraphs (f) and (g)
	are excluded.
Clause100	252.247-7024 Notification Of Transportation Of
	Supplies By Sea (March 2000) (10 USC 2631)
Clause101	252.249-7002 Notification Of Anticipated Contract	$100K
	Termination Or Reduction (DECEMBER 2006). This clause
	applies only if this contract is $100,000 or more. Seller
	will comply with the notice and flowdown requirements
	of paragraph (d)(2) of the referenced clause.
Clause103	3. Commercial Items If goods or services being
	procured under this contract are commercial items
	and Clause H203 is set forth in the purchase order,
	the foregoing Government clauses in Sections 1 and 2
	above are deleted and the following FAR/DFARS
	clauses are inserted in lieu thereof:
	H203: SUBCONTRACT FOR COMMERCIAL
	ITEMS AND COMMERCIAL COMPONENTS
	This procurement is for commercial items and/or
	commercial components, as defined in the Federal
	Acquisition Regulations (FAR), under a Government
	contract.
Clause104	52.203-13 Contractor Code of Business Ethics and	Duplicat see 7
	Conduct (DECEMBER 2008). This clause applies only if this
	contract is in excess of $5,000,000 and has a period of
	performance of more than 120 days.
Clause105	52.219-8 Utilization of Small Business Concerns (MAY	DUPLICATE
	2004).
Clause106	52.222-26 Equal Opportunity (MARCH 2007).	DUPLICATE
Clause107	52.222-35 Equal Opportunity for Special Disabled	DUPLICATE
	Veterans, Veterans of the Vietnam Era, and Other
	Eligible Veterans (SEPTEMBER 2006).
Clause108	52.222-36 Affirmative Action For Workers With	DUPLICATE
	Disabilities (JUNE 1998).
Clause109	52.222-39 Notification of Employee Rights Concerning	DUPLICATE
	Payment of Union Dues or Fees (DECEMBER 2004).
Clause110	52.222-50 Combating Trafficking in Persons (FEBRUARY	DUPLICATE
	2009).
Clause111	4. Cost Accounting Standards	DUPLICATE
Clause112	52.230-2 Cost Accounting Standards (OCTOBER 2008).	DUPLICATE
	(1) (Applicable if this contract incorporates the following
	clause H001). The version of FAR 52.230-2, Cost
	Accounting Standards, incorporated by the above clause
	H001 is the version dated October 2008.
	H001: The clause entitled “Cost Accounting Standards,”
	FAR 52.230-2, excluding paragraph (b), is incorporated
	herein by reference. In this clause, “Contractor” shall
	mean Seller, and any reference to “disputes” or the
	“Contract Disputes Act” shall mean the Disputes clause
	of this contract. The version of FAR 52.230-2
	incorporated in this contract is stated in the Cost
	Accounting Standards article of the Customer Contract
	Requirements (CCR) incorporated in this contract.
	(2) (Applicable if this contract incorporates the following
	clause H002) The version of FAR 52.230-3,
	Disclosure and Consistency of Cost Accounting
	Practices, incorporated by the following H0002 clause is
	the version dated October 2008.
	H002: DISCLOSURE AND CONSISTENCY IN COST
	ACCOUNTING PRACTICES
	The clause entitled “Disclosure and Consistency in Cost
	Accounting Practices,” FAR 52.230-3, excluding
	paragraph (b), is incorporated herein by reference. In this
	clause, “Contractor” shall mean Seller, and any reference
	to “disputes” or the “Contract Disputes Act” shall mean
	the Disputes clause of this contract. The version of FAR
	52.230-3 incorporated in this contract is stated in the
	Cost Accounting Standards article of the Customer
	Contract Requirements (CCR) incorporated in this
	contract.
	(3) (Applicable if this contract incorporates clause H003)
	The version of FAR 52.230-5, Cost Accounting
	Standards - Educational Institution, is the version dated
	October 2008.
	H003: CONSISTENCY IN COST ACCOUNTING
	PRACTICES
	The clause entitled “Consistency in Cost Accounting
	Practices,” FAR 52.230-4, is incorporated herein by
	reference. In this clause, “Contractor” shall mean Seller.
	The version of FAR 52.230- 4 incorporated in this
	contract is stated in the Cost Accounting Standards
	article of the Customer Contract Requirements (CCR)
	incorporated in this contract.
	(4) (Applicable if this contract incorporates clause H007)
	The version of FAR 52.230-4, Disclosure and
	Consistency of Cost Accounting Standards for Contracts
	Awarded to Foreign Concerns, is the version dated
	October 2008.
	H007: DISCLOSURE AND CONSISTENCY OF
	COST ACCOUNTING PRACTICES FOR
	CONTRACTS AWARDED TO FOREIGN
	CONCERNS
	The clause entitled “Disclosure and Consistency of Cost
	Accounting Practices for Contracts Awarded to Foreign
	Concerns,” FAR 52.230-4, is incorporated herein by
	reference. In this clause, “Contractor” shall mean Seller.
	The version of FAR 52.230-4 incorporated in this
	contract is stated in the Cost Accounting Standards
	article of the Customer Contract Requirements (CCR)
	incorporated in this contract.
Clause113	5. NAVAIR Clauses The following contract clauses	Always
	are incorporated by reference from the Naval Air
	Systems Command Federal Acquisition Regulation
	Supplement and apply to the extent indicated.
Clause114	5252.204-9504 DISCLOSURE OF CONTRACT	Always
	INFORMATION (NAVAIR) (JANUARY 2007)
Clause115	5252.210-9501 AVAILABILITY OF UNIQUE DATA
	ITEM DESCRIPTIONS (UDIDs) AND DATA ITEM
	DESCRIPTIONS (DIDs) (NAVAIR) (OCTOBER 2005)
Clause116	5252.222-9502 PROHIBITION AGAINST HUMAN	Will the supplier be
	TRAFFICKING, INHUMANE LIVING CONDITIONS,	deploying any
	AND WITHHOLDING OF EMPLOYEE PASSPORTS	individuals overseas
	(JCC-I/A 952.222-0001)(AUGUST 2009)	during the duration
	(a) All contractors (“contractors” refers to both prime	of this contract?
	contractors and all subcontractors at all tiers) are
	reminded of the prohibition contained in Title 18, United
	States Code, Section 1592, against knowingly destroying,
	concealing, removing, confiscating, or possessing any
	actual or purported passport or other immigration
	document, or any other actual or purported government
	identification document, of another person, to prevent or
	restrict or to attempt to prevent or restrict,
	without lawful authority, the person's liberty to move
	or travel, in order to maintain the labor or services of that
	person, when the person is or has been a victim of a
	severe form of trafficking in persons.
	(b) Contractors are also required to comply with the
	following provisions:
	(1) Contractors shall only hold employee passports and
	other identification documents discussed above for the
	shortest period of time reasonable for administrative
	processing purposes.
	(2) Contractors shall provide all employees with a signed
	copy of their employment contract, in English as well
	as the employee's native language that defines the terms
	of their employment/compensation.
	(3) Contractors shall not utilize unlicensed recruiting
	firms, or firms that charge illegal recruiting fees.
	(4) Contractors shall be required to provide adequate
	living conditions (sanitation, health, safety, living space)
	for their employees. Fifty square feet is the minimum
	acceptable square footage of personal living space per
	employee. Upon contractor's written request, contracting
	officers may grant a waiver in writing in cases where the
	existing square footage is within 20% of the minimum,
	and the overall conditions are determined by the
	contracting officer to be acceptable. A copy of the waiver
	approval shall be maintained at the respective life
	support area.
	(5) Contractors shall incorporate checks of life support
	areas to ensure compliance with the requirements of this
	Trafficking in Persons Prohibition into their Quality
	Control program, which will be reviewed within the
	Government's Quality Assurance process.
	(6) Contractors shall comply with international laws
	regarding transit/exit/entry procedures, and the
	requirements for work visas. Contractors shall follow all
	Host Country entry and exit requirements, including
	requirements for visas and work permits.
	(c) Contractors have an affirmative duty to advise the
	Contracting Officer if they learn of their employees
	violating the human trafficking and inhumane living
	conditions provisions contained herein. Contractors are
	advised that contracting officers and/or their
	representatives will conduct random checks to ensure
	contractors and subcontractors at all tiers are adhering to
	the law on human trafficking, humane living conditions
	and withholding of passports.
	(d) The contractor agrees to incorporate the substance of
	this clause, including this paragraph, in all subcontracts
	under his contract.
Clause117	5252.223-9502 HAZARDOUS MATERIAL	Same as clause 36
	(NAVAIR)(APRIL 2009)
Clause118	5252.223-9503 REPORTING KIDNAPPINGS,
	SERIOUS INJURIES AND DEATHS (JCC-I/A
	952.223-0001) (JULY 2010)
	Report the following information:
	Contract Number: Contract Description & Location,
	Company Name
	Reporting party: Name, Phone number, E-mail address
	Victim: Name, Gender (Male/Female), Age, Nationality,
	Country of permanent residence
	Incident: Description, Location, Date and time
	Other Pertinent Information
Clause119	5252.225-9507 CONTRACT DELIVERY
	REQUIREMENTS (JCC-I/A 952.225-0006)(MARCH 2009)
Clause120	5252.225-9508 MANDATORY SHIPPING	Is the supplier in the
	INSTRUCTIONS (IRAQ) (JCC-I/A 952.225-0007)(FEBRUARY	United States Forces -
	2010) 5252.225-9510 COMPLIANCE WITH LAWS	Iraq or the United
	AND REGULATIONS (JCC -I/A 952.225-0004) (JULY	States Forces -
	2010)	Afghanistan theater
	(a) The Contractor shall comply with, and shall ensure	of operations?
	that its employees and its subcontractors and their
	employees, at all tiers, are aware of and obey all U.S. and
	Host Nation laws, Federal or DoD regulations, and
	Central Command orders and directives applicable to
	personnel in Iraq and Afghanistan, including but not
	limited to USCENTCOM, Multi-National Force and
	Multi-National Corps operations and fragmentary orders,
	instructions, policies and directives.
	(b) Contractor employees shall particularly note all laws,
	regulations, policies, and orders restricting authority to
	carry firearms, rules for the use of force, and prohibiting
	sexual or aggravated assault. Contractor employees are
	subject to General Orders Number 1, as modified from
	time to time, including without limitation, their
	prohibition on privately owned firearms, alcohol, drugs,
	war souvenirs, pornography and photographing
	detainees, human casualties or military security
	measures.
	(c) Contractor employees may be ordered removed from
	secure military installations or the theater of operations
	by order of the senior military commander of the battle
	space for acts that disrupt good order and discipline or
	violate applicable laws, regulations, orders, instructions,
	policies, or directives. Contractors shall immediately
	comply with any such order to remove its contractor
	employee.
	(d) Contractor employees performing in the
	USCENTCOM Area of Responsibility (AOR) may be
	subject to the jurisdiction of overlapping criminal codes,
	including, but not limited to, the Military Extraterritorial
	Jurisdiction Act (18 U.S.C. Sec. 3261, et al) (MEJA), the
	Uniform Code of Military Justice (10 U.S.C. Sec. 801, et
	al)(UCMJ), and the laws of the Host Nation. Non-US
	citizens may also be subject to the laws of their home
	country while performing in the USCENTCOM AOR.
	Contractor employee status in these overlapping criminal
	jurisdictions may be modified from time to time by the
	United States, the Host Nation, or by applicable status of
	forces agreements.
	(e) Under MEJA, a person who engages in felony
	misconduct outside the United States while employed by
	or accompanying the Armed Forces is subject to arrest,
	removal and prosecution in United States federal courts.
	Under the UCMJ, a person serving with or
	accompanying the Armed Forces in the field during a
	declared war or contingency operation may be
	disciplined for a criminal offense, including by referral of
	charges to a General Court Martial. Contractor
	employees may be ordered into confinement or placed
	under conditions that restrict movement within the AOR
	or administratively attached to a military command
	pending resolution of a criminal investigation.
	(f) Contractors shall immediately notify military law
	enforcement and the Contracting Officer if they suspect
	an employee has committed an offense. Contractors shall
	take any and all reasonable and necessary measures to
	secure the presence of an employee suspected of a
	serious felony offense. Contractors shall not knowingly
	facilitate the departure of an employee suspected of a
	serious felony offense or violating the Rules for the Use
	of Force to depart Iraq or Afghanistan without approval
	from the senior U.S. commander in the country.
Clause121	5252.225-9514 ARMED PERSONNEL INCIDENT	Is the supplier in the
	REPORTS (JCC-I/A 952.225-0002)(SEPTEMBER 2010)	United States Forces -
	(a) All contractors and subcontractors in the United	Iraq or the United
	States Forces-Iraq (USF-I) or United States Forces-	States Forces -
	Afghanistan (USFOR-A) theater of operations shall	Afghanistan theater
	comply with and shall ensure that their personnel	of operations?
	supporting USF-I or USFOR-A forces are familiar with
	and comply with all applicable orders, directives, and
	instructions issued by the respective USF-I or USFOR-A
	Commanders relating to force protection and safety.
	(b) IRAQ: Contractors shall provide all incidents and use
	of weapons firing incidents to the USF-I Contractor
	Operations Cell (CONOC) as soon as practical, based
	upon the situation, and submit a written report to
	CONOC within 4 hours. The initial report shall include
	the name of the company, location of the incident, time
	when the incident occurred, a brief description of the
	events leading up to the incident, and a company point of
	contact. A follow-up, comprehensive written report shall
	be provided to the CONOC within 96 hours of the
	incident. Reports shall be submitted to CONOC at:
	mncic3conoc@iraq.centcom.mil;, DSN 318-435-2369;
	Iraqna 0044 203 286 9851 or 0044 203 239 5894; or
	Skype: MNCICONOC.
	(c) AFGHANISTAN: Contractors shall immediately
	report all incidents and use of weapons through their
	Contracting Officers Representative (CORs) who will
	notify the Contracting Officer. Contracting Officers are
	responsible to notify the PARC-A Chief of Operations
	and the JOC @ USFOR-A (JOC SHIFT DIRECTOR,
	DSN: 318-237-1761) Information should include: the
	name of the company, where the incident occurred, time
	when the incident occurred, a brief description of the
	events leading up to the incident, and a point of contact
	for the company. The PARC-A Chief of Operations in
	coordination with the JOC will issue guidance for further
	reporting requirements.
	(d) Contractors shall provide first aid and request
	MEDEVAC of injured persons, and remain available for
	U.S. or Coalition response forces, based upon the
	situation. In the event contractor personnel are detained
	by U.S. or Coalition Forces, prolonged detention due to
	lack of proper identification can be alleviated by
	contractor personnel possessing on their person
	information that includes the contractor's name, the
	contract number, a contractor management POC, and the
	phone number of the CONOC/JOC Watch.
Clause122	5252.225-9515 FITNESS FOR DUTY AND	Will the supplier be
	MEDICAL/DENTAL CARE LIMITATIONS	deploying any
	(JCC-I/A 952.225-0003)(JULY 2010)	individuals overseas
	(a) The contractor shall perform the requirements of this	during the duration
	contract notwithstanding the fitness for duty of deployed	of this contract?
	employees, the provisions for care offered under this
	section, and redeployment of individuals determined to
	be unfit. The contractor bears the responsibility for
	ensuring all employees are aware of the conditions and
	medical treatment available at the performance location.
	The contractor shall include this information and
	requirement in all subcontracts with performance in the
	theater of operations.
	(b) The contractor shall not deploy an individual with
	any of the following conditions unless approved by the
	appropriate CENTCOM Service Component (i.e.
	ARCENT, AFCENT, etc.) Surgeon: Conditions which
	prevent the wear of personal protective equipment,
	including protective mask, ballistic helmet, body armor,
	and chemical/biological protective garments; conditions
	which prohibit required theater immunizations or
	medications; conditions or current medical treatment or
	medications that contraindicate or preclude the use of
	chemical and biological protective's and antidotes;
	diabetes mellitus, Type I or II, on pharmacological
	therapy; symptomatic coronary artery disease, or with
	myocardial infarction within one year prior to
	deployment, or within six months of coronary artery
	bypass graft, coronary artery angioplasty, or stenting;
	morbid obesity (BMI >/= 40); dysrhythmias or
	arrhythmias, either symptomatic or requiring medical or
	electrophysiological control; uncontrolled hypertension,
	current heart failure, or automatic implantable
	defibrillator; therapeutic anticoagulation; malignancy,
	newly diagnosed or under current treatment, or recently
	diagnosed/treated and requiring frequent subspecialist
	surveillance, examination, and/or laboratory testing;
	dental or oral conditions requiring or likely to require
	urgent dental care within six months' time, active
	orthodontic care, conditions requiring prosthodontic care,
	conditions with immediate restorative dentistry needs,
	conditions with a current requirement for oral-
	maxillofacial surgery; new onset (<1 year) seizure
	disorder, or seizure within one year prior to deployment;
	history of heat stroke; Meniere's Disease or other
	vertiginous/motion sickness disorder, unless well
	controlled on medications available in theater; recurrent
	syncope, ataxias, new diagnosis (<1 year) of mood
	disorder, thought disorder, anxiety, somatoform, or
	dissociative disorder, or personality disorder with mood
	or thought manifestations; unrepaired hernia;
	tracheostomy or aphonia; renalithiasis, current; active
	tuberculosis; pregnancy; unclosed surgical defect, such
	as external fixeter placement; requirement for medical
	devices using AC power; HIV antibody positivity;
	psychotic and bipolar disorders. (Reference: Mod 8 to
	USCENTCOM Individual Protection and Individual/Unit
	Deployment Policy, PPG-Tab A: Amplification of the
	Minimal Standards of Fitness for Deployment to the
	CENTCOM AOR).
	(c) In accordance with military directives (DoDI
	3020.41, DoDI 6000.11, CFC FRAGO 09-1038, DoD
	PGI 225.74), resuscitative care, stabilization,
	hospitalization at Level III (emergency) military
	treatment facilities and assistance with patient movement
	in emergencies where loss of life, limb or eyesight could
	occur will be provided. Hospitalization will be limited to
	emergency stabilization and short-term medical treatment
	with an emphasis on return to duty or placement in the
	patient movement system. Subject to availability at the
	time of need, a medical treatment facility may provide
	reimbursable treatment for emergency medical or dental
	care such as broken bones, lacerations, broken teeth or
	lost fillings.
	(d) Routine and primary medical care is not authorized.
	Pharmaceutical services are not authorized for routine or
	known, routine prescription drug needs of the individual.
	Routine dental care, examinations and cleanings are not
	authorized.
	(e) Notwithstanding any other provision of the contract,
	the contractor shall be liable for any and all medically-
	related services or transportation rendered. To view
	reimbursement rates that will be charged for services at
	all DoD deployed medical facilities please go to the
	following website:
	http://comptroller.defense.gov/rates/fy2010.html (change
	fiscal year as applicable).
Clause123	5252.225-9516 MONTHLY CONTRACTOR CENSUS	Required for all
	REPORTING (JCC-I/A 952.225-0005)(JULY 2010)	suppliers
	Contractor shall provide monthly employee census
	information to the Contracting Officer, by province, for
	this contract. Information shall be submitted either
	electronically or by hard-copy. Information shall be
	current as of the 25th day of each month and received by
	the Contracting Officer no later than the first day of the
	following month. The following information shall be
	provided for each province in which work was
	performed:
	(1) The total number (prime and subcontractors at all
	tiers) employees.
	(2) The total number (prime and subcontractors at all
	tiers) of U.S. citizens.
	(3) The total number (prime and subcontractors at all
	tiers) of local nationals (LN).
	(4) The total number (prime and subcontractors at all
	tiers) of third-country nationals (TCN).
	(5) Name of province in which the work was performed.
	(6) The names of all company employees who enter and
	update employee data in the Synchronized
	Predeployment & Operational Tracker (SPOT) IAW
	DFARS 252.225-7040 or DFARS DOD class deviation
	2007-O0010.
Clause124	5252.225-9518 ARMING REQUIREMENTS AND
	PROCEDURES FOR PERSONAL SECURITY
	SERVICES CONTRACTORS AND FOR REQUESTS
	FOR PERSONAL PROTECTION
	(JCC-I/I 952.225-0001)(AUGUST 2010)
	(a) General. Contractor and its subcontractors at all tiers
	that require arming under this contract agree to obey all
	laws, regulations, orders, and directives applicable to the
	use of private security personnel in Iraq and Afghanistan,
	including U.S. CENTCOM, United States Forces - Iraq
	(USF-I) and United States Forces - Afghanistan
	(USFOR-A) Commander orders, instructions and
	directives. Contractors will ensure that all employees,
	including employees at any tier of subcontracting
	relationships, who will seek individual authorization to
	be armed under the provisions of this contract (requests
	for blanket authorization for groups or organizations will
	not be approved), comply with the contents of this
	clause and with the requirements set forth in the
	following:
	(1) DODI 3020.50, Private Security Contractors (PSCs)
	Operating in Contingency Operations;
	(2) DODI 3020.41, Program Management for
	Acquisition and Operational Contract Support in
	Contingency Operations;
	(3) DFARS 252.225-7040, Contractor Personnel
	Supporting a Force Deployed Outside the United States;
	(4) Class Deviation 2007-O0010, Contractor Personnel in
	the United States Central Command Area of
	Responsibility
	(5) USFOR-A, FRAGO 09-206, Outlines Management
	of Armed Contractors and Private Security Companies
	Operating in the Combined Joint Operating Area -
	Afghanistan (CJOA-A)
	(6) USF-I OPORD 10-01, Annex C, Appendix 13
	(7) U.S. CENTCOM Message, USCENTCOM Policy
	and Delegation of Authority for Personal Protection and
	Contract Security Service Arming of DoD Civilian
	Personnel and Contractors for Iraq and Afghanistan,
	dated 23 Dec. 2005
	(8) U.S. CENTCOM Message, Modification to
	USCENTCOM Civilian and Contractor Arming Policy
	and Delegation of Authority for Iraq and Afghanistan,
	dated 7 Nov. 2006
	(9) U.S. CENTCOM Message, Modification 3 to
	USCENTCOM Civilian and Contractor Arming Policy
	and Delegation of Authority in Iraq and Afghanistan,
	dated 9 Jun. 2009
	(b) Required Government Documentation. An O-6 or
	GS-15 (or above) from the unit requesting the contractor
	security shall provide a description of the following to
	the arming approval authority via the contracting officer
	representative (COR) in sponsoring each individual
	request for arming (under paragraph (c) below:
	(1) The specific location where the PSC employee will
	operate;
	(2) The persons and/or property that require protection;
	(3) The anticipated threat;
	(4) The requested weapon type(s), including serial
	number when possible;
	(5) The reason current security/police forces are unable
	to provide adequate protection; and
	(6) Verification, under paragraph (e) below, that
	background checks have been conducted and that no
	records were found of convictions or other acts that
	should be known to the arming authority.
	(c) Required Contractor Documentation. Contractors and
	their subcontractors at all tiers that require arming
	approval shall provide to the arming approval authority
	via the COR consistent documentation (signed and dated
	by the employee and employer as applicable) for each of
	their employees who will seek authorization to be armed
	under the contract as follows:
	(1) Weapons Qualification/Familiarization. All
	employees must meet the weapons qualification
	requirements on the requested weapon(s) established by
	any DoD or other U.S. government agency, Law of
	Armed Conflict (LOAC); Rules for the Use of Force
	(RUF), as defined in the U.S. CENTCOM Policy, dated
	23 Dec. 2005; and distinction between the above-
	prescribed RUF and the Rules of Engagement (ROE),
	which are applicable only to military forces.
	(2) Completed DD Form 2760 (or equivalent
	documentation) for each armed employee, indicating that
	the employee is not otherwise prohibited under U.S. law
	from possessing the required weapon or ammunition.
	(3) Written acknowledgement by the individual of the
	fulfillment of training responsibilities and the conditions
	for the authorization to carry firearms. This document
	includes the acknowledgement of the distinctions
	between the ROE applicable to military forces and RUF
	that control the use of weapons by DoD civilians, DoD
	contractors and PSCs.
	(4) Written acknowledgement signed by both the armed
	employee and by a representative of the employing
	company that use of weapons could subject both the
	individual and company to U.S. and host nation
	prosecution and civil liability.
	(5) A copy of the contract between the contractor's
	company and the U.S. Government that verifies the
	individual's employment and addresses the need to be
	armed.
	(6) One (1) copy of a business license from the Iraqi or
	Afghani Ministry of Trade or Interior;
	(7) One (1) copy of a license to operate as a PSC (or a
	temporary operating license) from the Ministry of
	Interior;
	(d) The contractor will submit to the COR a
	communications plan that, at a minimum, sets forth the
	following:
	(1) The contractor's method of notifying military forces
	and requesting assistance where hostilities arise, combat
	action is needed or serious incidents have been observed;
	(2) How relevant threat information will be shared
	between contractor security personnel and U.S. military
	forces; and
	(3) How the contractor will coordinate transportation
	with appropriate military authorities.
	(e) Prior to requesting arming approval, the contractor
	will submit to the COR an acceptable plan for
	accomplishing background checks on all contractor and
	subcontractor employees who will be armed under the
	contract. The contractor shall, at a minimum, perform the
	following (which will be specifically addressed in its
	plan and which will be documented and furnished to the
	COR upon completion):
	(1) Use one or more of the following sources when
	conducting the background checks: Interpol, FBI,
	Country of Origin Criminal Records, Country of Origin
	U.S. Embassy Information Request, CIA records, and/or
	any other records available;
	(2) Verify with USF-I or USFOR-A, as applicable, that
	no employee has been barred by any commander within
	Iraq or Afghanistan; and
	(3) All local nationals and third country nationals will
	voluntarily submit to full biometric enrollment in
	accordance with theater biometric policies within 60 days
	of their arming request. While biometric collection and
	screening is voluntary, CORs will immediately notify the
	arming approval authority of any individuals who do not
	meet this requirement and any arming authorization will
	be revoked until all requirements are met.
	(f) Penalties for Non-Compliance. Failure of contractor
	or subcontractor employee(s) to comply with the laws,
	regulations, orders, and rules (including those specified
	herein) governing the use of force, training, arming
	authorization, and incident reporting requirements may
	result in the revocation of weapons authorization for such
	employee(s). Where appropriate, such failure may also
	result in the total revocation of weapons authorization for
	the contractor (or subcontractor) and sanctions under the
	contract, including termination.
	(g) Criminal and Civil Liability. Arming of contractor or
	subcontractor employees under this contract may subject
	the contractor, its subcontractors, and persons employed
	by the same, to the civil and criminal jurisdiction of the
	U.S. and Host Nation. “Host Nation” refers to the nation
	or nations where services under this contract are
	performed.
	(h) Lapses in Training or Authorization. Failure to
	successfully retrain an employee who has been properly
	authorized to be armed under this contract within twelve
	(12) months of the last training date will constitute a
	lapse in the employee's authorization to possess and
	carry the weapon. All unauthorized employees will
	immediately surrender their weapon and authorization
	letter to the contractor and will remain unarmed until
	such time as they are retrained and newly approved by
	the arming authority. Additionally, the arming
	authority's authorization letter is valid for a maximum of
	twelve (12) months from the date of the prior letter
	(unless authorization is earlier invalidated by a lapse in
	training).
	(i) Authorized Weapon & Ammunition Types. Unless
	DCDRUSCENTCOM (or a designee) expressly provides
	otherwise, all arming requests and authorizations for
	contractor or subcontractor employees under this contract
	shall be limited to U.S. Government-approved weapons
	and ammunition. Notwithstanding Host Nation laws or
	regulations that would allow use of heavier weapons by
	contract security/PSC, all DoD security service/PSC
	contractors must have weapons approved by
	DCDRUSCENTCOM (or a designee) before use. This
	restriction applies to all weapons in the possession of
	contractor employees, even if such weapons are required
	for personal protection. The following weapons and
	ammunition are currently authorized by the U.S.
	Government for use in Iraq and Afghanistan:
	(1) The M9, M4, M16, or equivalent (e.g. .45 CAL, AK-
	47).
	(2) The M9 or equivalent sidearm will be the standard
	personal protection weapon unless other weapons are
	specifically requested and approved.
	(3) U.S. government Ball ammunition is the standard
	approved ammunition.
	(j) Requirements for Individual Weapons Possession. All
	employees of the contractor and its subcontractors at all
	tiers who are authorized to be armed under this contract
	must:
	(1) Possess only those U.S. Government-approved
	weapons and ammunition for which they are qualified
	under the training requirements of section (c) and
	subsequently authorized to carry;
	(2) Carry weapons only when on duty or at a specific
	post (according to their authorization);
	(3) Not conceal any weapons, unless specifically
	authorized;
	(4) Carry proof of authorization to be armed. Employees
	not possessing such proof will be deemed unauthorized
	and must surrender their weapon to their employer; and
	(5) IAW USCENTCOM G.O. #1, consumption of
	alcohol in Iraq or Afghanistan is prohibited. In the event
	of a suspension or an exception to G.O. #1, employees
	shall not consume any alcoholic beverage while armed or
	within eight (8) hours of the next work period when they
	will be armed. There are no circumstances under which a
	person will be authorized to consume any alcoholic
	beverage when armed for personal protection.
	(k) Weapons/Equipment Restrictions and
	Responsibilities. Unless otherwise provided, the U.S.
	Government will not provide any weapons or
	ammunition to contractors, their subcontractors, or any
	employees of the same. The Contractor will provide all
	weapons and ammunition to those employees that will be
	armed under the contract. The contractor and its
	subcontractors at all tiers will also provide interceptor
	body armor, ballistic helmets, and the Nuclear,
	Biological, and Chemical (NBC) protective masks to
	those employees that require such equipment in the
	performance of their duties.
	(1) Rules for the Use of Force (RUF). In addition to the
	RUF and ROE training referenced in paragraph (c), the
	contractor and its subcontractors at all tiers will monitor
	and report all activities of its armed employees that may
	violate the RUF and/or otherwise trigger reporting
	requirements as serious incidents. Prompt reporting
	demonstrates a desire by the contractor and its
	subcontractors to minimize the impact of any violations
	and, therefore, will be given favorable consideration.
	Violations of the RUF include, though are not limited to:
	(1) Taking a direct part in hostilities or combat actions,
	other than to exercise self-defense;
	(2) Failing to cooperate with Coalition and Host Nation
	forces;
	(3) Using deadly force, other than in self-defense where
	there is a reasonable belief of imminent risk of death or
	serious bodily harm;
	(4) Failing to use a graduated force approach;
	(5) Failing to treat the local civilians with humanity or
	respect; and
	(6) Detaining local civilians, other than in self-defense or
	as reflected in the contract terms.
	(m) Retention and Review of Records. The Contractor
	and all subcontractors at all tiers shall maintain records
	on weapons training, LOAC, RUF and the screening of
	employees for at least six (6) months following the
	expiration (or termination) of the contract. The
	Contractor and its subcontractors at all tiers shall make
	these records available to the Contracting Officer or
	designated representative, at no additional cost to the
	government, within 72 hours of a request.
	(n) Contractor Vehicles. Vehicles used by contractor and
	subcontractor personnel in the course of their security
	duties shall not be painted or marked to resemble U.S./
	Coalition or host nation military and police force
	vehicles.
	(o) Quarterly Reporting. The prime contractor will report
	quarterly (i.e. NLT 1 January, 1 April, 1 July and 1
	October for each quarter of the calendar year) to the
	Contracting Officer responsible for this contract, and any
	other organization designated by the Contracting Officer,
	the following information under this contract:
	(1) The total number of armed civilians and contractors;
	(2) The names and contact information of its
	subcontractors at all tiers; and
	(3) A general assessment of the threat conditions,
	adequacy of force numbers, and any problems that might
	require a change to force levels. Note: this information is
	in addition to the information the contractor promises to
	immediately provide under the communications plan
	referenced at paragraph (d).
Clause125	5252.225-9520 SHIPPING INSTRUCTION FOR	NA not buying
	WEAPONS (JCC I/A 952.225-0008)(MARCH 2009)	weapons
Clause127	5252.225-9521 MEDICAL SCREENING AND	Q 18
	VACCINATION REQUIREMENTS FOR LOCALLY
	HIRED EMPLOYEES (IRAQ ONLY) (JCC-I/A
	952.225-0009)(NOVEMBER 2010)
	(a) Contractors, and subcontractors at any tier shall
	ensure and provide satisfactory evidence that all locally
	hired employees, including Local National (LN), Third
	Country National, and U.S. employees, working on
	military have been screened for and do not currently have
	active tuberculosis (TB).
	(1) Contractors may initially utilize a testing method of
	either a chest x-ray or TB skin test (TST), depending on
	the originating country a contracted employee.
	(i) Chest x-rays (CXR's), symptom survey, and BMI
	shall be taken, and TSTs administered within 12 months
	prior to the start of deployment/employment. Contractors
	are required to bring in a physical copy of the pre-
	employment CXR film as it is the only way to verify
	interval changes should an active case of TB occur.
	(A)Third Country Nationals (TCNs) and Local Nationals
	(LNs) cannot be screened with the TST. They need the
	pre-employment screening with a quality CXR, Body
	Mass Index (BMI) and symptom survey
	(B) Small-Risk Nationals (SRNs), those with less than 25
	TB cases per 100,000 persons annually (mostly expats
	from Europe and US), can be screened via the TST. See
	Enclosure 1, Tab T to Appendix 4 to Annex Q, to USFI-
	OPORD 10-01
	(ii) Annual re-screening for TCNs, and LNs will be
	performed with a CXR conducted by the Contractors
	medical provider or local economy provider, who will
	look for interval changes from prior CXR's and review
	any changes in the symptom survey.
	(iii) SRN's do not require annual TB re-screening.
	However, for a TB contact investigation, a TST or
	Interferon Gamma Release Assay (IGRA) is required.
	(iv) For a contact investigation, all personnel with a
	positive TST or IGRA will be evaluated for potential
	active TB with a symptom screen, exposure history,
	BMI, and CXR. All cases of suspected or confirmed
	active TB must be reported to the theater Preventive
	Medicine (PM) physician and/or TB Consultant as soon
	as possible. TB reporting is required within 24 hours to
	the PM POC. Contact tracing, and medical coding have
	specific requirements per USF-I OPORD 10-1. All
	Small-Risk National (SRN) contract personnel are
	required to be MEDEVAC'd out of theater, at the
	contractor's expense, for treatment of active TB, after
	consultation with the Theater PM or TB Consultant at the
	USF-I Surgeon's office. For SRN personnel, the
	contractor is responsible for management and
	compliance with all prescribed public health actions.
	(v) Screening may be performed either by a licensed
	medical provider from the local economy or by the
	contractors' licensed medical staffs. Contractors shall
	maintain medical screening documentation and make it
	available to the Contracting Officer upon request.
	(2) TB screening and documentation is a requirement
	prior to receiving badges to work in the Iraq Joint
	Operations Area. A copy of the TB screening
	documentation shall be provided to the responsible Base
	Defense Operations Center (BDOC) prior to issuance of
	base access badges.
	(b) Contractor employees, including subcontractors at
	any tier, who work in positions where they are working
	in food service, water and ice production facilities, shall
	have current Typhoid and Hepatitis “A” (full series)
	immunizations in accordance with the Centers for
	Disease Control and Prevention guidelines (e.g. typhoid
	vaccination booster is required every 2 years), in addition
	to the required TB tests. The contractor medical provider
	must complete a pre-placement examination to include a
	stool sample test for ova and parasites, and annual
	medical screening form or equivalent for food service,
	ice and water production workers.
	(c) Proof of individual employee vaccinations shall be
	provided to the Contracting Officer and COR showing
	that their employees and their subcontractor employees at
	any tier have received the above vaccinations. The
	contractor shall maintain their employees' vaccination
	records for examination by the Contracting Officer. The
	contractor shall ensure that their subcontractors at any
	tier maintain their respective employees' vaccination
	records for examination by the Contracting Officer.
	(d) The contractor is responsible for management and
	compliance with all prescribed public health actions
	regarding TB in the contracted personnel. The contractor
	also bears the responsibility of ensuring that adequate
	health management for TB (screening/diagnosis/
	treatment/isolation) is available at the contractor's
	chosen health care provider for their contracted and
	subcontracted personnel.
Clause128	5252.225-9523 CONTRACTOR HEALTH AND
	SAFETY (JCC-I/A CLAUSE 952.225-0013) (FEBRUARY 2010)
	5252.227-9501 INVENTION DISCLOSURES AND
	REPORTS (NAVAIR) (MAY 1998)
Clause129	5252.227-9505 TECHNICAL DATA AND	NA by JAW
	COMPUTER SOFTWARE IDENTIFICATION IN
	ENGINEERING CHANGE PROPOSALS (ECPs)
	(NAVAIR)(AUGUST 1987)
Clause130	5252.227-9507 NOTICE REGARDING THE
	DISSEMINATION OF EXPORT-CONTROLLED
	TECHNICAL DATA (NAVAIR) (OCTOBER 2005)
	(a) Export of information contained herein, which
	includes release to foreign nationals within the United
	States, without first obtaining approval or license from
	the Department of State for items controlled by the
	International Traffic in Arms Regulations (ITARS), or
	the Department of Commerce for items controlled by the
	Export Administration Regulations (EAR), may
	constitute a violation of law.
	(b) For violation of export laws, the contractor, its
	employees, officials or agents are subject to:
	(1) Imprisonment and/or imposition of criminal fines;
	and
	(2) Suspension or debarment from future Government
	contracting actions.
	(c) The Government shall not be liable for any
	unauthorized use or release of export-controlled
	information, technical data or specifications in this
	contract.
	(d) The contractor shall include the provisions or
	paragraphs (a) through (c) above in any subcontracts
	awarded under this contract.
Clause131	5252.227-9511 DISCLOSURE, USE AND
	PROTECTION OF PROPRIETARY INFORMATION
	(NAVAIR) (FEBRUARY 2009)
Clause132	5252.228-9500 ADDITIONAL DEFINITIONS WITH	Q18
	RESPECT TO“GROUND AND FLIGHT RISK”
	CLAUSE (NAVAIR) (DECEMBER 1991)
Clause133	5252.232-9513 INVOICING AND PAYMENT	NA
	(WAWF) INSTRUCTIONS (MARCH 2009)
Clause134	5252.232-9522 TRANSPORTATION ACCOUNT	Q23-1
	CODES (NAVAIR) (OCTOBER 2005)
Clause135	5252.243-9505 ENGINEERING CHANGES	NA
	(NAVAIR)(OCTOBER 2005)
Clause136	5252.245-9500 GOVERNMENT PROPERTY FOR THE	Q23-2
	PERFORMANCE OF THIS CONTRACT (NAVAIR)
	(FEBRUARY 2009)
Clause137	5252.245-9509 PLACE OF DELIVERY -
	GOVERNMENT FURNISHED MATERIAL (NAVAIR)
	(MARCH 1999)
Clause138	5252.246-9512 INSPECTION AND ACCEPTANCE	NA
	(NAVAIR) (OCTOBER 2005)
Clause139	5252.246-9514 INSPECTION AND ACCEPTANCE OF	NA
	TECHNICAL DATA AND INFORMATION
	(NAVAIR) (FEBRUARY 1995)
Clause140	5252.246-9516 SPECIAL DISTRIBUTION OF DD	NA
	FORM 250 (NAVAIR) (OCTOBER 2005)
Clause141	5252.246-9526 PROVISIONAL ACCEPTANCE	NA
	UNDER SPECIAL CONDITIONS (NAVAIR)(OCTOBER
	2005)
Clause142	5252.247-9502 UNPACKING INSTRUCTIONS:
	COMPLEX OR DELICATE EQUIPMENT (NAVAIR)
	(OCTOBER 1994)
	(1) The contractor shall preserve, package, pack and
	mark support material as specified below and shall
	contractually require same by vendors and
	subcontractorsc
	a. ASTM D 3951-98. Commercial packaging and
	packing for immediate use.:
	b. MIL-STD-2073-1D, Military Preservation Level/
	Military Packing Level A. For long term storage, surface
	X-CONUS shipments.
	c. MIL-STD-2073-1D, Military Preservation Level/
	Military Packing Level B. For long term storage, air X-
	CONUS shipments or surface containerized X-CONUS
	shipments.
	d. MIL-STD-2073-1D, Military Preservation Level/
	Military Packing Level B. For long term storage,
	CONUS shipments only.
Clause143	5252.247-9505 TECHNICAL DATA AND	Q27
	INFORMATION (NAVAIR) (FEBRUARY 1995)
Clause144	5252.247-9507 PACKAGING AND MARKING OF	Q27
	REPORTS (NAVAIR) (OCTOBER 2005)
Clause145	5252.247-9508 PROHIBITED PACKING MATERIALS	Always
	(NAVAIR) (JUNE 1998)
Clause146	5252.247-9509 PRESERVATION, PACKAGING,	Q23-1
	PACKING AND MARKING (NAVAIR)(JULY 1998)
	5252.247-9514 TECHNICAL DATA PACKING
	INSTRUCTIONS (NAVAIR) (SEPTEMBER 1999
Clause147	5252.247-9514 TECHNICAL DATA PACKING
	INSTRUCTIONS (NAVAIR) (SEPTEMBER 1999)
Clause148	52.246-2 INSPECTION OF SUPPLIES -- FIXED
	PRICE (AUGUST 1996)
Clause149	52.246-3 INSPECTION OF SUPPLIES -- COST-
	REIMBURSEMENT (MAY 2001)
Clause150	52.246-4 INSPECTION OF SERVICES --FIXED
	PRICE (AUGUST 1996)
Clause151	52.246-8 INSPECTION OF RESEARCH AND
	DEVELOPMENT COST REIMBURSEMENT (MAY 2001)
Clause152	5252.204-9503 EXPEDITING CONTRACT
	CLOSEOUT (NAVAIR)(JANUARY 2007)
Clause153	5252.209-9510 ORGANIZATIONA CONFLICTS OF
	INTEREST (NAVAIR)(SERVICES)(MARCH 2007)
Clause154	5252.227-9501 INVENTION DISCLOSURES AND
	REPORTS (NAVAIR)(MAY 1998)
Clause155	5252.228-9501 LIABILITY INSURANCE
	(NAVAIR)(MARCH 1999)
Clause156	52.202-1 DEFINITIONS (JULY 2004)
Clause157	52.204-10 REPORTING SUBCONTRACT AWARDS
	(SEPTEMBER 2007)
Clause158	52.216-7 ALLOWABLE COST AND PAYMENT
	(DECEMBER 2002)
Clause159	52.222-1 NOTICE TO THE GOVERNMENT OF
	LAOR DISPUTES (FEBRUARY 1997)
Clause160	52.222-3 CONVICT LABOR (JUNE 2003)
Clause161	52.222-19 CHILD LABOR -COOPERATION WITH
	AUTHORITIES AND REMEDIES (AUGUST 2009)
Clause162	52.252-2 CLAUSES INCORPORATED BY
	REFERENCE (FEBRUARY 1998)
Clause163	252.217-7013 GUARANTEES (DECEMBER 1991)
Clause164	252.225-7014 PREFERENCE FOR DOMETIC
	SPECIALTY METALS (JUNE 2005) - ALT I (APRIL
	2003)
Clause165	252.227-7017 IDENTIFICATION AND ASSERTION
	OF USE, RELEASE, OR DISCLOSURE
	RESTRICTIONS (JUNE 1995)
Clause166	52.227-7028 TECHNICAL DATA OR COMPUTER
	SOFTWARE PREVIOUSLY DELIVERED TO THE
	GOVERNMENT (JUNE 1995)
Clause167	5252.225-9510 COMPLIANCE WITH LAWS AND
	REGULATONS (JCC-I/A 952.225-0004)(JANUARY 2010)
Clause168	52.232-22 LIMITATION OF FUNDS (APRIL 1984)
Clause169	52.248-1 VALUE ENGINEERING (FEBRUARY 2000)
Clause170	252.223-7006 PROHIBITION ON STORAGE AND
	DISPOSAL OF TOXIC AND HAZARDOUS
	MATERIALS (APRIL 1993)
Clause171	252.228-7001 GROUND AND FLIGHT RISK (SEPTEMBER
	1996)
Clause172	5252.225-9508 MANDATORY SHIPPING
	INSTRUCTIONS (IRAQ) (JCC-I/A 952.225-
	0007)(FEBRUARY 2010)
Clause173	952.225-0016 CONTRACTOR DEMOBILIZATION
	(NOVEMBER 2010)

TABLE 2

Clause
number	Clauses	Applicable Condition

Clause1	52.203-6 Restrictions on Subcontractor Sales to the	$100K
	Government (SEP 2006). This clause applies only if this
	contract exceeds $100,000.
Clause2	52.203-7 Anti-Kickback Procedures (JUL 1995). Buyer	$100K
	may withhold from sums owed Seller the amount of any
	kickback paid by Seller or its subcontractors at any tier if
	(a) the Contracting Officer so directs, or (b) the
	Contracting Officer has offset the amount of such
	kickback against money owed Buyer under the prime
	contract. This clause applies only if this contract exceeds
	$100,000.
Clause4	52.203-10 Price or Fee Adjustment for Illegal or	$100K
	Improper Activity (JAN 1997). This clause applies only
	if this contract exceeds $100,000. If the Government
	reduces Buyer's price or fee for violations of the Act by
	Seller or its subcontractors at any tier, Buyer may
	withhold from sums owed Seller the amount of the
	reduction.
Clause5	52.203-11, Certification and Disclosure Regarding	$10K
	Payments to Influence Certain Federal Transactions.
	This Certification states that the prospective
	subcontractor has not engaged in any of the prohibited
	activities set forth in these clauses except for those
	disclosed on OMB Standard Form LLL, Disclosure of
	Lobbying Activities.
Clause6	52.203-12 Limitation on Payments to Influence Certain	$100K
	Federal Transactions (SEP 2007). This clause applies
	only if this contract exceeds $100,000. Paragraph (g)(2)
	is modified to read as follows: “(g)(2) Seller will
	promptly submit any disclosure required (with written
	notice to Insitu) directly to the PCO for the prime
	contract. Insitu will identify the cognizant Government
	PCO at Seller's request. Each subcontractor certification
	will be retained in the subcontract file of the awarding
	contractor.”
Clause14	52.215-2 Audit and Records - Negotiation (MAR 2009).	$100K
	This clause applies only if this contract exceeds
	$100,000 and (i) is cost-reimbursement, incentive, time-
	and-materials, labor-hour, or price-redeterminable type
	or any combination of these types: (ii) Seller was
	required to provide cost or pricing data, or (iii) Seller is
	required to furnish reports as discussed in paragraph (e)
	of the referenced clause.
Clause15	52.215-10 Cost or Pricing Data (OCT 1997). This clause	$700K
	applies only if this contract exceeds the threshold set
	forth in FAR 15.403-4 and is not otherwise exempt. In
	subparagraph (3) of paragraph (a), insert “of this
	contract” after “price or cost.” In Paragraph (c),
	“Contracting Officer” shall mean “Contracting Officer or
	Buyer.” In Paragraphs (c)(1), (c)(1)(ii), and (c)(2)(i),
	“Contracting Officer” shall mean “Contracting Officer or
	Buyer.” In Subparagraph (c)(2)(i)(A), delete “to the
	Contracting Officer.” In Subparagraph (c)(2)(ii)(B),
	“Government” shall mean “Government or Buyer.” In
	Paragraph (d), “United States” shall mean “United States
	or Buyer.”
Clause16	52.215-11 Cost or Pricing Data--Modifications Oct-97	$700K
Clause17	52.215-12 Subcontractor Cost or Pricing Data (OCT	$700K
	1997). This clause applies only if this contract exceeds
	the threshold set forth in FAR 15.403-2 (currently
	$700,000), and is not otherwise exempt. The certificate
	required by paragraph (b) of the referenced clause shall
	be modified as follows: delete “to the Contracting
	Officer or the Contracting Officer's representative” and
	substitute in lieu thereof “to Insitu, Inc. or Insitu's
	representative (including data submitted, when
	applicable, to an authorized representative of the U.S.
	Government).”
Clause18	52.215-13 Subcontractor Cost or Pricing Data--	$700K
	Modifications Oct-97
Clause19	52.215-14 Integrity of Unit Prices (OCT 1997). This	$100K + Q: Is your
	clause applies except for contracts at or below $100,000;	procurement for
	construction or architect-engineer services under FAR	construction or architect-
	Part 36; utility services under FAR Part 41; services	engineer services under
	where supplies are not required; commercial items; and	FAR Part 36; utility
	petroleum products.	services under FAR Part
		41; services where
		supplies are not required;
		commercial items; and
		petroleum products.- Yes
		doesn't apply, under 100K
		delete Yes and No
Clause20	52.215-15 Pension Adjustments and Asset Reversions	$700K
	(OCT 2004). This Clause applies to this contract if it
	meets the requirements of FAR 15.408(g).
Clause21	52.215-18 Reversion or Adjustment of Plans for Post-	$700K
	Retirement Benefits (PRB) Other Than Pensions (JUL
	2005). This Clause applies to this contract if it meets the
	requirements of FAR 15.408(j).
Clause22	52.215-19 Notification of Ownership Changes (OCT	$700K
	1997). This Clause applies to this contract if it meets the
	requirements of FAR 15.408(k).
Clause23	52.215-21 Requirement for Cost or Pricing Data or	$700K
	Information Other Than Cost and Pricing Data -
	Modifications (OCT 1997). This clause applies only if
	this contract exceeds the threshold set forth in FAR
Clause25	52.219-8 Utilization of Small Business Concerns (MAY	$150K
	2004).
Clause26	52.219-9 Small-Business Subcontracting Plan (APR	$650K + Q: Is the
	2008).	supplier a small business
	This clause applies only if this contract exceeds	? + Buyer Action submit
	$650,000 and Seller is not a small business concern.	SB Plan
	Seller shall adopt a subcontracting plan that complies
	with the requirements of this clause. In addition, Seller
	shall submit to Buyer, Small and Small Disadvantaged
	Business and Women-Owned Small Business
	Subcontracting Plan Certificate of Compliance. In
	accordance with paragraph (d)(10)(iv), Seller agrees that
	it will submit the ISR and/or SSR using eSRS, and, in
	accordance with paragraph (d)(10)(vi), Seller agrees to
	provide the prime contract number, its own DUNS
	number, and the email address of the Government or
	Contractor official responsible for acknowledging or
	rejecting the reports, to its subcontractors with
	subcontracting plans.
Clause27	52.222-4 Contract Work Hours and Safety Standards Act -	$100K
	Overtime Compensation (Jul-05)
Clause28	52.222-20 Walsh-Healey Public Contracts Act (DEC	$10K
	1996). This clause applies only if this contract exceeds
	$10,000.
Clause29	52.222-21 Prohibition of Segregated Facilities (FEB	$10K
	1999).
Clause30	52.222-26 Equal Opportunity (MAR 2007).	$10K
Clause31	52.222-35 Equal Opportunity for Special Disabled	$100K
	Veterans, Veterans of the Vietnam Era, and Other
	Eligible Veterans (SEP 2006). This clause applies only if
	this contract exceeds $100,000.
Clause32	52.222-36 Affirmative Action For Workers With	$15K
	Disabilities (JUN 1998). This clause applies only if this
	contract exceeds $ 15,000.
Clause33	52.222-37 Employment Reports on Special Disabled	$100K
	Veterans, Veterans of the Vietnam Era, and Other
	Eligible Veterans (SEP 2006). This clause applies only if
	this contract exceeds $100,000.
Clause34	52.222-39 Notification of Employee Rights Concerning	$100K
	Payment of Union Dues or Fees (DEC 2004).
Clause40	52.227-1 Authorization and Consent (DEC 2007) Alt 1	$150K
	(Apr 1984).
Clause41	52.227-2 Notice and Assistance Regarding Patent and	$150K
	Copyright Infringement (DEC 2007). A copy of each
	notice sent to the Government will be sent to Buyer.
Clause47	52.230-2 Cost Accounting Standards Oct-08	$500K
Clause48	52.230-3 Disclosure And Consistency Of Cost	$500K
	Accounting Practices Oct-08
Clause49	52.230-6 Administration of Cost Accounting Standards	$500K
	(MAR 2008). Add “Buyer and the” before
	CFAO in paragraph (m). This provision applies if clause
	H001, H002, or H004 is included in this contract.
	H001: The clause entitled “Cost Accounting Standards,”
	FAR 52.230-2, excluding paragraph (b), is incorporated
	herein by reference. In this clause, “Contractor” shall
	mean Seller, and any reference to “disputes” or the
	“Contract Disputes Act” shall mean the Disputes clause
	of this contract. The version of FAR 52.230-2
	incorporated in this contract is stated in the Cost
	Accounting Standards article of the Customer Contract
	Requirements (CCR) incorporated in this contract.
	H002: DISCLOSURE AND CONSISTENCY IN COST
	ACCOUNTING PRACTICES
	The clause entitled “Disclosure and Consistency in Cost
	Accounting Practices,” FAR 52.230-3, excluding
	paragraph (b), is incorporated herein by reference. In this
	clause, “Contractor” shall mean Seller, and any reference
	to “disputes” or the “Contract Disputes Act” shall mean
	the Disputes clause of this contract. The version of FAR
	52.230-3 incorporated in this contract is stated in the
	Cost Accounting Standards article of the Customer
	Contract Requirements (CCR) incorporated in this
	contract.
	H004: COST ACCOUNTING STANDARDS -
	EDUCATIONAL INSTITUTION
	The clause entitled “Cost Accounting Standards -
	Educational Institution,” FAR 52.230-5,
	excluding paragraph (b), is incorporated herein by
	reference. In this clause, “Contractor” shall mean Seller,
	and any reference to “disputes” or the “Contract Disputes
	Act” shall mean the Disputes clause of this contract. The
	version of FAR 52.230-5 incorporated in this contract is
	stated in the Cost Accounting Standards article of the
	Customer Contract Requirements (CCR) incorporated in
	this contract.
Clause58	252.203-7001 Prohibition on Persons Convicted of Fraud	$100K
	or Other Defense-Contract-Related Felonies
	(DEC 2008). This clause applies only if this contract
	exceeds $100,000 and does not apply to the purchase of
	commercial items or commercial components.
	“Contractor” and “contract” are not changed in
	paragraphs (a) and (b). In paragraph (e), “Government”
	shall mean Government or Buyer. In paragraph (f),
	“through the Buyer” is inserted after “Contracting
	Officer”. Paragraph (g) is deleted and “Contracting
	Officer” shall mean Contracting Officer.
Clause60	252.211-7000 Acquisition Streamlining Dec-91 required	$1.5 Million
	for contracts over $1.5 million.
Clause62	252.215-7000 Pricing Adjustments (DEC 1991). This	$650K
	clause applies only if this contract exceeds $650,000.
Clause68	252.225-7004 Reporting Of Contract Performance	$550K
	Outside The United States And Canada -
	Submission After Award (MAY 2007). The term
	“Contractor” in paragraph (b) and the term “Contracting
	Officer” in paragraphs (c) and (d) means “Buyer.” This
	clause applies only if this contract exceeds $550,000.
Clause77	252.226-7001 Utilization of Indian Organizations and	$500K
	Indian-Owned Economic Enterprises, and Native
	Hawaiian Small Business Concerns Sep-04 required for
	contracts over $500,000
Clause101	252.249-7002 Notification Of Anticipated Contract	$100K
	Termination Or Reduction (DEC 2006). This clause
	applies only if this contact is $100,000 or more. Seller
	will comply with the notice and flowdown requirements
	of paragraph (d)(2) of the referenced clause.

TABLE 3

Questions	Question Text	Clauses if answered YES

Question
1	Does this subcontract have a period of	Clause7, Clause8
	performance of more than 120 days or is
	performed entirely outside the United
	States ?
Question 2	Is this procurement for hardware ?	Clause12
Question
3	Does the supplier have access to classified	Clause9, Clause42
	material in regards to this contract?
Question 4	Does the performance under this contract	Clause10
	require the supplier to have routine
	physical access to federally controlled
	facility and/or routine access to federally
	controlled information system?
Question 5	Is the supplier a small business ? + Buyer	Clause25, Clause64
	Action submit SB Plan?
Question 6	None of the following are true: (1) a	Clause63, Clause 64
	firm-fixed-price contract awarded on the
	basis of adequate price competition; (2) a
	fixed-price contract with economic price
	adjustment awarded on the basis of
	adequate price competition; (3) a firm-
	fixed-price contract for the acquisition of
	a commercial item, or (4) a fixed-price
	contract with economic price adjustment
	for the acquisition of a commercial item
Question 7	Is the supplier delivering hazardous	Clause36, Clause115
	material?
Question 8	Is this subcontract for the purchase of	Clause37
	“Ozone-depleting substances” as defined
	in FAR 52.223-11?
Question 10	Does this procurement require ACO	Clause53
	notification or consent ?
Question 11	Does this procurement involve	Clause56
	international air
	transportation?
Question 12	Does this procurement involve	Clause57
	transportation of equipment, materials or
	commodities in ocean vessels ?
Question 13	Is your procurement greater 550K and not	Clause69
	for commercial items, construction, ores,
	natural gases, utilities, petroleum products
	and crudes, timber (logs), or subsistence?
Question 14	Does the item being procured contain	Clause70
	specialty metals ? Steel-
	(A) With a maximum alloy content
	exceeding one or more of the following
	limits:
	manganese, 1.65 percent; silicon, 0.60
	percent; or copper, 0.60 percent; or
	(B) Containing more than 0.25 percent of
	any of the following elements:
	aluminum, chromium, cobalt, columbium,
	molybdenum, nickel, titanium,
	tungsten, or vanadium;
	(ii) Metal alloys consisting of nickel, iron-
	nickel, and cobalt base alloys containing a
	total of other alloying metals (except iron)
	in excess of 10 percent;
	(iii) Titanium and titanium alloys; or
	(iv) Zirconium and zirconium base
	alloys.”
Question 15	Does this contract include the purchase of	Clause73
	ball or roller bearings?
Question 16	Is the subcontractors personnel authorized	Clause74
	to accompany US Armed Forces deployed
	outside the US in (1) Contingency
	operations; (2) Humanitarian or
	peacekeeping operations; (3) Other
	military operations; or (4) Military
	exercises designated by the Combatant
	Commander ?
Question 17	Does this procurement require	Clause75
	performance or travel outside the United
	States, except for contracts with-(a)
	Foreign governments; (b)
	Representatives of foreign governments;
	or (c) Foreign corporations wholly
	owned by foreign governments. Not
	Statutory.
	Prescribed in DFARS 225.7403-2
Question 18	Will the supplier be deploying any	Clause76, Clause118,
	individuals overseas during the duration	Clause119, Clause122, Clause124
	of this contract?
Question 19	Is the contract related to non-commercial	Clause79
	computer software?
Question 20	Is the contract related to commercial	Clause88
	products?
Question 21	Is the sub-contract greater than $50M in	Clause92
	value?
Question 22	Is this procurement involving	Clause93
	development, test, or operation of a
	device for which a frequency
	authorization is required?
Question 23	Does the contract involve proprietary	Clause95, Clause131, Clause
	information?	143
Question 24	Is the supplier in the United States Forces -	Clause 114, Clause120,
	Iraq or the United States Forces -	Clause127
	Afghanistan theater of operations?
Question 26	Does the contract involve complex or	Clause131, Clause142,
	delicate equipment?	Clause133
Question 28	Do any of the following apply: (ii) Seller	Clause14
	was required to provide cost or pricing
	data, or (iii) Seller is required to furnish
	reports as discussed in paragraph (e) of
	the referenced clause.
Question 29	Is your procurement for construction or	Clause19
	architect-engineer services under FAR
	Part 36; utility services under FAR Part
	41; services where supplies are not
	required; commercial items; and
	petroleum products?

Claims

What is claimed is:

1. A method, comprising:

determining, based on a first set of data identifying a governmental contract, a plurality of contract clauses that are applicable to the governmental contract, wherein the first set of data is received from a user;

receiving, from the user, a second set of data identifying parameters of at least one of a sub-contract and purchase order under the governmental contract, wherein the second set of data comprises one or more of a purchase order number, a value of the sub-contract, and a supplier name for the purchase order;

determining, based on the second set of data, a first set of contract clauses from the plurality of the contract clauses that are applicable to the at least one of a sub-contract and purchase order;

determining, by one or more processors based on the first set of contract clauses, one or more questions for the user, wherein the one or more questions determine an applicability of one or more contract clauses in the first set of contract clauses;

determining, based on answers to the one or more questions, a list of contract clauses from the first set of contract clauses; and

providing, to the user, the list of contract clauses for the at least one of a sub-contract and purchase order.

2. The method of claim 1, the method further comprising:

retrieving, via a network, the plurality of contract clauses from a public repository.

3. The method of claim 1, the method further comprising:

determining a risk value for at least one contract clause in the list of contract clauses, wherein the risk value represents a risk associated with the at least one contract clause;

determining, for the at least one contract clause, one or more terms or conditions that mitigates the risk for the at least one contract clause; and

providing the one or more terms or conditions to the user.

4. The method of claim 3, wherein determining the risk value for at least one contract clause comprises:

determining a base risk score for the at least one contract clause;

determining a weighting factor based on factors associated with the at least one of a sub-contract and purchase order; and

applying the weighting factor to the base risk score to determine the risk value.

5. The method of claim 3, the method further comprising:

determining, based at least partially on the risk value for at least one contract clause, an overall risk for the at least one of a sub-contract and purchase order.

6. The method of claim 1, the method further comprising:

parsing at least one contract clause in the list of contract clauses;

determining, based at least partially on the parsing, a delivery timeframe associated with the at least one contract clause;

determining an expected delivery date based at least partially on the delivery timeframe and a start date of the at least one of a sub-contract and purchase order; and

providing, to the user, a schedule that includes the expected delivery date.

7. The method of claim 1, wherein determining, based on the second set of data, the first set of contract clauses comprises:

comparing the second set of data to conditions associated with the plurality of contract clauses;

determining, based on the comparison, that one or more of the plurality of contract clauses satisfy the conditions; and

selecting the one or more of the plurality of contract clauses as the first set of contract clauses.

8. The method of claim 1, wherein determining, based on answers to the one or more questions, the list of contract clauses, comprises:

determining that an answer to a first question is negative; and

removing a first contract clause from the first set of contract clauses that corresponds to the first question.

9. The method of claim 1, the method further comprising:

determining an update to one or more of the plurality of contract clauses; and

updating one or more of the questions based on the update to one or more of the plurality of contract clauses.

10. The method of claim 1, wherein determining the one or more questions comprises:

parsing at least one contract clause from the first set of contract clauses;

identifying, based at least partially on the parsing, one or more terms that are associated with an applicability of the at least one contract clause; and

generating at least one of the one or more questions based at least partially on the one or more terms.

11. A system, comprising:

one or more memory devices storing instructions; and

one or more processors coupled to the one or more memory devices and configured to execute the instructions to perform a method comprising:

12. The system of claim 11, the system further comprising:

a network interface to a network, wherein the plurality of contract clauses are retrieved from a public repository coupled to the network.

13. The system of claim 11, wherein the one or more processors are configured to execute the instructions to perform the method further comprising:

providing the one or more terms or conditions to the user.

14. The system of claim 11, wherein determining, based on the second set of data, the first set of contract clauses comprises:

15. The system of claim 11, wherein determining, based on answers to the one or more questions, the list of contract clauses, comprises:

determining that an answer to a first question is negative; and

16. The system of claim 11, wherein determining the one or more questions for the user comprises:

parsing at least one contract clause from the first set of contract clauses;

17. A non-transitory computer readable medium storing instructions for causing one or more processors to perform a method, the method comprising:

determining, based on a first set of data identifying a contract, a plurality of contract clauses that are applicable to the contract, wherein the first set of data is received from a user;

receiving, from the user, a second set of data identifying parameters of at least one of a sub-contract and purchase order under the contract;

determining, based on the first set of contract clauses, one or more questions for the user, wherein the one or more questions determine an applicability of one or more contract clauses in the first set of contract clauses;

18. The non-transitory computer readable medium of claim 17, the method further comprising:

providing the one or more terms or conditions to the user.

19. The non-transitory computer readable medium of claim 17, wherein determining, based on the second set of data, the first set of contract clauses comprises:

20. The non-transitory computer readable medium of claim 17, wherein determining, based on answers to the one or more questions, the list of contract clauses, comprises:

determining that an answer to a first question is negative; and